Experience
Executive Vice President and Chief Financial Officer, Mr. Templin oversees Voya’s Finance organization as well as audit, strategy and corporate development, and continuous improvement. He joined Voya in November 2022. Templin has more than 30 years of corporate finance experience and, prior to joining Voya, served as executive vice president and CFO of Marathon Petroleum from July 2019 until January 2021. He also previously held the Company since November 2016. From April 1,CFO role at Marathon Petroleum from June 2011 through February 2015 and built out and led Marathon Petroleum’s entire finance organization following its separation from Marathon Oil. He concurrently served as CFO of MPLX LP (NYSE: MPLX), a diversified, large-cap master limited partnership formed by Marathon Petroleum, from October 2012 through February 2015. He returned to the CFO role at Marathon Petroleum in 2019 to, early 2021, Mr. Smith also served as our Interim Chief Risk Officer. He is responsibleamong other things, drive execution and synergy capture across the enterprise. Between his two CFO tenures at Marathon Petroleum, Templin held several leadership positions at both Marathon Petroleum and MPLX, including executive vice president—supply, transportation and marketing for strategic finance, capital management, actuarial, tax, insurance investments, controllership, financial reporting, procurement, expense management, treasuryMarathon Petroleum; president of MPLX; and investor relations. Prior to becoming CFO, Mr. Smith served as Chief Executive Officerpresident of our Insurance Solutions and Closed Block Variable Annuity business since January 2014. Prior to that, Mr. Smith served as the Executive Vice President and Chief Risk Officer of the Company since December 2012. Mr. Smith joined the Company in May 2009 first as Chief Financial Officer and Chief Insurance Risk Officer of the annuity business and subsequently as Chief Executive Officer of Annuity Manufacturing.Marathon Petroleum. Prior to joining the Company, from 1988 to 2009, Mr. Smith was employed by Lincoln Financial Group (“LNC”) where heMarathon Petroleum in 2011, Templin held several positions,a number of roles at PwC, including head of Profitability and Risk Management for Retirement Solutions at LNC, Chief Actuarial Officer for Lincoln National Life, Chief Administrative Officer and Chief Financial Officer for Lincoln Financial Distributors, Inc., Chief Financial Officer and Chief Risk Officer for LNC’s Life and Annuity division and head of customer support for LNC’s Employer Markets division. Mr. Smith holds bachelor’s degrees in Economics and Russian Studies from the University of Michigan. He attained Fellowship in the Society of Actuaries in 1990 and is alsoserving as a Member of the American Academy of Actuaries. He also attained his CFA Charter holder designation in 2003. Corporate responsibility is a business imperative woven throughout our enterprise. We regard corporate responsibility as an investment in society and in the success of the Company. As a responsible corporate citizen, we simultaneously consider our impacts on the marketplace, society and the environment. We have an unwavering commitment to conduct business in a way that is ethically, economically, socially and environmentally responsible.
As such, we implement initiatives that integrate responsible and sustainable thinking into our operations, positively impact our communities and minimize our impact on the planet. Our work is guided by corporate responsibility standards and frameworks and informed by analysis of key impacts, identification of risks and opportunities and stakeholder input. We report publicly in our corporate responsibility annual report and on our website the progress on our corporate responsibility commitments, and disclose our environmental, social and governance data to investors on an ongoing basis. Corporate responsibility is governed by our Corporate Responsibility Executive Council, composed of our most senior leaders and headed by our CEO. We report our corporate responsibility performance to the Nominating and Governance Committee on an annual, and as needed, basis.
Political Contributions Oversight and Disclosure
Our Nominating and Governance Committee, a committee comprised solely of independent directors, provides oversight of the Company’s political contributions and lobbying expenses. As part of its oversight role, it reviews our political activity policy and monitors our ongoing political strategy as it relates to the overall public policy objectives for the Company. The Committee also reviews an annual report on our political contributions and lobbying expenses. This report is available at investors.voya.com/financial- reporting/annual- reports. The Voya Financial Political Action Committee (PAC) has historically supported candidates from both major political parties and Independents who understand the importance of helping people responsibly save for retirement and manage their financial assets. Following the events in our nation’s capitol on January 6, 2021, the Company suspended PAC distributions. If and when a decision is made to
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resume PAC disbursements, the officers of the PAC will issue disbursements consistent with the PAC’s bylaws and based upon a candidate’s state or Congressional district. Candidates will be vetted by the Company’s Corporate Communications team for public statements inconsistent with the Company’s corporate values. The PAC relies on outside legal expertise to address new or emerging issues and an outside vendor for the administration of the PAC.
Community Investment
Outside of Voya, we have and continue to build connections between our employees and the communities in which they live and serve through support of employee volunteerism and giving. We conduct our community investment work through Voya Foundation whose primary work focuses on financial resilience: STEM (science, technology, engineering and mathematics) education for K-8th graders; financial literacy for 9-12th graders; teacher training and employee matching gifts. Through Voya Foundation, employees receive dollar-for-dollar matches to eligible nonprofits of their choice. The annual maximum match is $5,000 for employees and $25,000 for our senior management and directors. In 2020, more than 70% of Voya employees gave back to our communities through volunteerism or giving. Employee donations to nonprofits, together with Voya Foundation’s match, totaled approximately $5.6 million in the U.S. In addition, full- time employees receive 40 hours of paid volunteer-time-away at eligible nonprofits per year and part-time employees receive 20 hours per year. Voya employees volunteered nearly 19,000 hours in 2020.
In 2020, Voya took several reactive and proactive steps to address the challenges of the COVID-19 pandemic. While many companies took action to eliminate jobs or reduce compensation for their employees, including to their base pay, incentives and 401(k) matches, Voya took none of those actions. Voya was quickly able to pivot to having more than 95% of our 6,000 employees working remotely. In addition, Voya enhanced several benefits, including: fully covering COVID-19 medical testing and providing Care Coordinators to assist employees who are caring for someone with COVID-19. We also provided assistance through no-cost virtual visits, enhanced mental and emotional health support, increased paid time off carryover, COVID relief financial planning assistance, CARES Act adoption for 401(k) loans/withdrawals, and additional training for working remotely.
We also addressed our customers’ needs. Voya was the first major retirement plan provider to waive fees in response to the CARES Act to help our customers, and all Americans, manage through this difficult time. We did this just four days after the economic relief package was implemented. Specifically, we credited hardship distribution and loan initiation fees associated with COVID-19-related distributions. Later in 2020, we launched the Just Right Advantage™ Program – a first-of-its-kind effort to support greater retirement planning opportunities for minority, women, veteran, disability, and LGBTQ-owned businesses — along with nonprofit organizations that serve them — by offering a fee credit when they establish or retain their retirement plan.
We also took actions to support our broader communities, including, but not limited to, providing all Americans with free online resources and phone access to our financial advisors. And through our partnership with AmeriCares, we supported the shipment of more than 23 tons of personal protective equipment to partners across the United States.
In March, when COVID-19 began to significantly impact the economy and businesses, we maintained our commitment to do our best to achieve our business goals. Despite the recognition that COVID-19 would have an impact on our business – such as the higher group life insurance claims we experienced in the fourth quarter of 2020 – Voya did not make any changes to its financial targets – including those used to determine executive compensation. The goals and targets that were established and set by the Board of Directorspartner at the beginning of 2020 were not reduced.firm.
We believe that, because we had begun the challenging but important actions to reduce expenses
Education
Mr. Templin received a bachelor’s degree in connection with our transformation that begin in 2018, we were in a strong position going into the pandemic, and this has benefitted all of our stakeholders. TABLE OF CONTENTS
As a company with a mission to help all Americans retire better, our success lies in earning the trust of our clients each and every day. Through our human capital strategy, we attract, retain and reward talent across our enterprise in support of our mission. We have prioritized our efforts to build and maintain a diverse, inclusive and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by competitive compensation, benefits, health and wellness programs. We have maintained our prioritization and commitment throughout and despite the challenges posed by the COVID-19 pandemic.
We believe that our differences make us stronger. We are committed to fostering a work environment where the differences that we are born with — and those we acquire and choose throughout our lives — are understood, valued and intentionally pursued. Purposefully bringing our differences together to positively influence our culture, service our clients and enrich our communities is essential to our vision to be America’s Retirement Company. Since our IPO, we have made significant strides in our diversity efforts. From having no females or people of color on our Board of Directors in 2013, to 56% diverse (four women and one person of color) by the end of 2020, we outpace the industry in diverse Board leadership. In addition, four of five standing Committees are chairs by female directors. As of March 2021, our eleven member Executive Committee is 45% diverse (three women and two people of color). Of our approximately 6,000 employees, women or people of color represent 61% of the workforce. 3% of our workforce self-identifies as members of the disabled/special needs community.
We have developed a culture of greater inclusion and celebration of our differences as evidenced by the tremendous growth of our employee resources groups (ERGs). From January 2018 to December 2020, membership increasedaccounting from 4% to 27% of our employee base. Our eight ERGs are African American, Asian American, Disabilities and Special Needs, Latinx, LGBTQ & Allies, NextGen, Virtual, and Women.Grove City College.
We are committed to continuing to diversify our workforce and fostering an inclusive workforce, with a focus on people of color. Our business- and function-specific action planning process launched in April 2020 and is led by our Executive Committee (EC). Each EC member has a comprehensive diversity action plan which includes measurement of diverse talent, DE&I engagement, team participation in inclusive activities, and addressing areas of opportunity.
In 2020, in support our strong culture, Voya created a Diversity, Equity and Inclusion (DEI) Task Force that will focus on continuing Voya’s commitment to combat bias, racism, discrimination and underrepresentation at Voya, with our clients and in our communities. In its mission, the DEI taskforce seeks equity and inclusion for all diverse communities in alignment with Voya’s DEI strategy. In its phased approach to focusing on diverse communities, it began with addressing the specific needs of Voya’s African-American/Black employees and the Black community. Individuals from across our company who will be engaged in this important work represent all of our businesses, functions, backgrounds, experiences and levels within our organization. They will provide actionable recommendations for our DEI strategy across our three strategic pillars: Colleagues, Clients and Community.
• | Talent Management and Development
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We believe superior human capital management is a key component to a high level of corporate performance. We are differentiated by our talent review process, leadership development, succession planning, mentoring programs, performance management process, coaching and feedback. Because we are committed to developing employees, we maintain robust learning programs through Voya’s Learning Center to help employees develop as they advance their careers and/or transition into different roles within Voya.
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We have a One Voya platform for talent evaluations, discussion, development plans and succession plans across all Voya businesses and functions. EC members, their leaders and HR business partners lead talent reviews at least annually across various teams resulting in succession plans for the top five layers across the company. We identify our very top performers to whom to offer additional education, training, and exposure opportunities (this includes the accelerated development of over 1,000 diverse employees).
• | Total Rewards & Wellness
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Our Total Rewards offering is made up of the entire employee experience. It is delivered in the form of direct compensation (base salary, annual and/or long-term incentives), company-sponsored benefits (retirement savings; health and welfare plans; paid time off; and work-life balance programs) and development opportunities. We provide a robust Total Reward offering that is market-competitive and equitable in order to attract, retain, and motivate a talented and diverse workforce.
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Part II: Compensation MattersAgenda Item 2. An Advisory Vote to Approve Executive CompensationSection 14A of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) requires that shareholders be given the opportunity to cast an advisory vote on the compensation of our named executive officers, or “NEOs”. Our NEO compensation for 2020 is disclosed and discussed in detail below.
We believe that the success of our business is based on our ability to attract, retain and motivate the executive officers who determine our strategy and provide the leadership necessary to ensure we execute our business plan and drive long-term value creation for our shareholders. To support the achievement of these objectives, we focus our executive compensation programs on the principle of pay-for-performance. Consistent with this principle, our programs condition a significant portion of compensation our executives receive on the achievement of business and individual performance results.
Accordingly, the following resolution will be presented at our Annual Meeting:
RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.
This vote is only advisory and will not be binding on the Compensation and Benefits Committee of the board of directors, which is responsible for determining the compensation of our NEOs. The results of the vote will be taken into account, however, by our Compensation and Benefits Committee when considering our compensation policies and procedures. We have determined that this vote will occur annually and so the next advisory vote will take place at our 2022 Annual Meeting of Shareholders.
Board Recommendation: Our board of directors unanimously recommends that shareholders vote FOR the resolution approving the compensation paid to the Named Executive Officers.
COMPENSATION DISCUSSION AND ANALYSISThe Compensation Discussion and Analysis describes our compensation objectives and reviews compensation decisions for our NEOs. For 2020, our NEOs were as follows:
Rodney O. Martin, Jr.
| | | Chairman and Chief Executive Officer
| Michael S. Smith
| | | Vice Chairman and Chief Financial Officer
| Christine Hurtsellers
| | | Chief Executive Officer, Investment Management
| Charles P. Nelson
| | | Vice Chairman and Chief Growth Officer
| Margaret M. Parent(1)
| | | Former Executive Vice President and Chief Administrative Officer
|
(1)
| Ms. Parent left Voya effective January 31, 2021. |
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| Compensation Disclosure Roadmap
| | | | | | ✔
| | | Achieved strong organic growth in all of our segments, including a 7% increase in full service recurring deposits in Retirement compared with 2019; $8.4 billion in positive net flows (excluding divested annuities and sub-advisor replacements) in Investment Management; and a 7% increase in in-force premiums in Employee Benefits compared with 2019
| | | ✔
| | | Grew normalized adjusted operating earnings per share 14% compared with 2019
| | | ✔
| | | Further simplified our business to focus on serving workplace and institutional clients through the completion of the sale of our Individual Life and other legacy non-retirement annuities businesses, which closed on January 4, 2021
| | | | | | | | | | | |
✔
| | |
Adjusted the weightings of existing metrics +/-5% in the annual and long-term incentive plans to better reflect Voya’s business plan
| | | | | | | | | | | | | | | | | | | | | ✔
| | | Set target pay levels commensurate with sustained performance, external market data, the advice of the Compensation and Benefits Committee’s independent consultant, and the need to attract and retain high quality talent
| | | ✔
| | | Multiple factors are taken into consideration in determining actual pay, including the alignment of total pay opportunity and pay outcomes with Company and individual performance
| | | ✔
| | | Design pay programs to reward performance, mitigate risks and align with shareholder interests by having a significant portion composed of long-term incentive awards
| | | | | | | | | | | | | | | ✔
| | | A significant portion of the NEOs’ variable compensation is in equity, which strengthens the alignment of our executives’ compensation with our stock price
| | | ✔
| | | Payouts are aligned with our annual and long-term performance results
| | | ✔
| | | Annual incentive was funded at 96% of target based on performance of three measures (see page 28) | | | ✔
| | | 55% of long-term stock unit awards are PSUs that vest based on our relative total shareholder return over a 3-year period, therefore the payout of the PSUs is directly impacted by our stock price movements, and therefore strongly aligned with shareholder interests
| | | | | | | | | | | | | | | ✔
| | | Provide an appropriate balance of short- and long-term compensation, with payouts based on our stock price, overall financial performance and individual contribution
| | | ✔
| | | Follow practices that promote good governance and serve the interests of our shareholders, with a rigorous clawback policy, anti-pledging and anti-hedging policy, and robust stock ownership requirements
| | | ✔
| | | Subject NEOs to a non-compete agreement, the terms of which were thoughtfully designed and will help us retain top talent
| | | ✔
| | | The Compensation and Benefits Committee receives an annual report from the Chief Risk Officer on the compensation program risk review
| |
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| Why you should approve our say-on-pay vote
| | | ✔
| | | Maintained strong business performance throughout the COVID-19 pandemic demonstrating good stewardship of shareholder capital with appropriate focus on managing risk and executing on key strategic priorities, including the sale of our Individual Life business
| | | ✔
| | | 2020 incentive payouts for our NEOs are aligned with overall Company performance
| | | ✔
| | | Pay practices are aligned with shareholder interests
| | | ✔
| | | Pay practices are tied to robust risk management and a strong corporate governance framework
| | | ✔
| | | No changes or adjustments to compensation of any Voya employee, including our executivesVoya 2023 Proxy Statement
| | | 35 |
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| How did we perform? | | | My Chi To, Executive Vice President, Chief Legal Officer and Corporate Secretary
Age: 50 |
| Achieved earnings per diluted share (“EPS”) growth.Experience
We achieved normalized adjusted operating earnings
Ms. To is Executive Vice President, Chief Legal Officer and Corporate Secretary, overseeing all aspects of $4.811 per diluted share, after tax. Strong organic growthVoya’s Law, Compliance and progressExternal Affairs department, serving as an advisor to senior management and the Board of Directors on legal, compliance, securities, and corporate-governance matters. She joined Voya in advancingSeptember 2022. Her career combines senior government experience managing legal issues and emerging risks in a complex regulatory environment, with two decades advising public and private corporate clients as trusted outside counsel. Prior to joining Voya, Ms. To was executive deputy superintendent of insurance for the company’s workplaceNew York State Department of Financial Services, which regulates all health, life and institutional client strategy.
All of our businesses achieved significant organic growthproperty/casualty insurers doing business in 2020. Retirement’s full service recurring deposits grew 6.9% in 2020. Investment Management achieved institutional net flows of $8.4 billion. Employee Benefits’ annualized in-force premiums grew 6.7% in 2020.
Completed the sale of Individual Life.
We announced on January 4, 2021 that we had completed the sale of all of our Individual LifeNew York, as well as insurance producers and other legacy non-retirement annuities businesses. This transaction accelerated deployable capital from our Individual Life business and further reduced the Company’s exposure to interest rate, credit and adverse mortality risks. The transaction completes a restructuring effort to exit capital-intensive retail businesses and begins a new chaptercertain retirement systems in the Company’s future. Our simpler business mix will allow usstate. In her role, which she held from January 2020 to fully focus on servingJune 2022, she led a 500-person division, including examiners, actuaries and lawyers supervising over 1,600 entities with $5.5 trillion in assets. Previously, Ms. To was with Debevoise & Plimpton LLP for 21 years, including 14 years as a partner in the workplacefirm’s Restructuring Group and institutional clients.Global Insurance Practice.
Maintained strong capital position
Education
Ms. To earned her civil and continued to be good stewards of shareholder capital. We maintained robust capital with proforma excess capital of $1.8 billion, which is the amount above the company’s holding company liquidity target of $200 million and estimated statutory surplus in excess of a 400% combined risk-based capital (RBC) ratio – the excess capital amount reflects both excess capital as of year-end 2020 and deployable capital resultingcommon law degrees from the company’s saleUniversity of its Individual Life business, which closed on January 4, 2021. AsOttawa and clerked for the Supreme Court of December 31, 2020Canada. She also holds master’s degree in political sciences and ongovernment from the University of Oxford, where she was a proforma basis to reflect Voya’s sale of its Individual Life business, Voya’s estimated RBC ratio was 498%, well above our target of 400%. In 2020, we continued to provide value to shareholders by repurchasing $526 million of our common stock. Since our IPO and through year-end 2020, we had repurchased more than $6.5 billion of our common stock.Rhodes Scholar.
2.
| What did we change for 2020? |
We did not make any changes in 2020 in terms of compensation metrics used in our annual or long-term incentive plans, but we did change the weightings of all three of the existing metrics +/-5% in the annual incentive plan and two of the three weightings of the existing metrics +/-5% in the long-term incentive plan to better reflect Voya’s business plan.
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Voya 2023 Proxy Statement | | | 36 |
TABLE OF CONTENTS | What we do:
| | | | | | ✔
| | | Awards in our annual incentive program are based on key financial measures set at the beginning of the year that we use to determine the success of our business as part of our approved budget process
| | | | | | ✔
| | | Performance objectives for each NEO are set at the beginning of the year and the results are assessed following the conclusion of each year
| | | | | | ✔
| | | Performance assessment of the CEO is conducted by the Compensation and Benefits Committee with input from all independent Directors and advice from the independent compensation consultant
| | | | | | ✔
| | | A majority of long-term incentive equity grants to our NEOs are in the form of PSUs and performance based options
| | | | | | ✔
| | | The Compensation and Benefits Committee’s independent compensation consultant performs services only for the Committee
| | | | | | ✔
| | | Executive perquisites are limited and do not include tax gross-ups
| | | | | | ✔
| | | Executives are subject to clawbacks, including no-fault clawbacks in the case of a financial restatement
| | | What we don’t do
| | | | | | ❖
| | | No single trigger vesting of change in control benefits
| | | | | | ❖
| | | No liberal share recycling for shares used to satisfy tax withholding requirements▪ Board reviews vote outcomes of annual shareholder meeting.
▪ Board considers potential corporate governance or tendered in payment of an option exercise price | | | | | | ❖
| | | No excise tax gross-up provisions
| | | | | | ❖
| | | No re-pricing of stock options permitted without shareholder approval
| |
3.
| How do we determine pay? |
Compensation Principles
The following principles help guide and inform the Compensation and Benefits Committee in delivering effective executive compensation programs that drive performance, mitigate risks and foster the attraction, motivation and retentionchanges.
▪ We consider potential topics of top leadership talent to enable us to executediscussion for year-round shareholder engagement. | | | ▪ Engage shareholders in discussions about our business, plantechnology, innovation, governance and ultimately deliver shareholder value.compensation practices and ESG initiatives.
Attract and retain talent: our success depends
▪ Engage with shareholders in preparation for Investor Day, which is held every three years.
▪ Engage in discussion with management regarding topics of interest to investors.
▪ We reach out to proxy advisors to obtain more color on the talentstheir views of our employees. Ourgovernance and compensation program needs to be market-competitive in order to attract and retain a talented and diverse workforce.practices. | | | ▪ We regularly review peer group compensation data to inform competitive and reasonable compensation decisions to help grow and sustain our business in a changing and challenging environment. Pay for performance: a significant portion ofuse the annual compensation of our executive officers should vary with annual business performance and each individual’s contribution to that performance. The performance metrics and goals are reviewed and challenged by the Compensation and Benefits Committee before they are approved and the goals are rigorous and challenging to motivate and reward stretch performance.
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Transparency with and feedback from shareholders: we believe transparency to shareholders relating to our executive compensation program is essential. We are continuously improving the disclosure of our programs for shareholders to have enough information and context to assess the effectiveness of our programs. We proactively engagediscussions with shareholders and take actionsproxy advisors to improve ourimplement changes to governance and compensation programspractices.
▪ Begin drafting proxy statement and disclosure based on feedback from shareholders. Integrate risk managementshareholder and compensation: risk management and clawback policies need to be robust to deter imprudent risk taking. We conduct a rigorous annual review of the features of our compensation program that guard against excessive risk-taking.
The following table presents the principal elements of the compensation programs that applied to our NEOs for 2020. The elements of compensation were designed to provide a variety of fixed and variable compensation related to the achievement of the Company’s short-term and long-term objectives.
| Fixed
| | | Base salary
| | | Cash
| | | Individual performance goals
| | | Compensates NEOs for the day-to-day services performed for the Company. Attracts and retains talented executives with competitive compensation levels.
| | | No
| | | Base salary largely remained consistent with 2020.
| | | Variable
| | | Annual cash incentive compensation | | | Cash
| | | Adjusted Operating Earnings (50%)
Adjusted Operating Return on Allocated Capital (35%)
Strategic Indicators (15%)
| | | Motivates executives to achieve performance goals selected based on the Company’s annual business plan.
Promotes differentiation of pay based on business and individual performance and rewards executives for attaining annual objectives.
| | | Yes
| | | Performance was at target for Adjusted Operating Return on Allocated Capital & Strategic Indicators and slightly below target for Adjusted Operating Earnings resulting in a 96% funding.proxy advisor feedback.
| | | ▪ Publish proxy statement.
▪ Hold annual shareholder meeting which is conducted virtually and therefore easily accessible to all shareholders. |
These efforts are complementary to the outreach conducted by Voya’s Investor Relations department and accompanying members of our Management Executive Committee in regularly meeting with shareholders and participating in investor conferences and roadshows throughout the year, while consistently seeking feedback from the investment community to share with our management team and Board to deepen their understanding of shareholder perspectives. Investor presentations are made available in the Investors — Events and Presentations section of Voya investor relations website at https://investors.voya.com. Voya 2023 Proxy Statement | | | 37 |
TABLE OF CONTENTS | | | | Long-term equity-based incentive compensation—
granted based upon prior year performance and other factors
| | | Performance Stock Units
| | | Forward-looking performance vesting conditions for the 2020-2022 period:
Adjusted Operating Return on Equity (20%)
Adjusted Operating Earnings Per Share (30%)
Relative Total Shareholder Return vs. Compensation Peer Group (50%)
| | | Equity-based compensation helps to create a culture focused on long-term value creation and share ownership, and is used to retain executive talent.
| | | Yes
| | | Performance for the 2018-2020 period was above target, resulting in payout of 150% of target for the stock units (see page 39)Our success lies in earning the trust of our customers every day. Through our human capital strategy, we attract, retain and reward talent across our enterprise in support of this mission. We have prioritized our efforts to build and maintain a diverse, inclusive and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by competitive compensation, benefits, health and wellness programs. | | | | | | | | | Restricted Stock Units
| | | | | | | | | Yes
| | | | | | Benefits and Perquisites
| | | Retirement, deferral and health and welfare programs
| | | | | | | | | Addresses retirement savings and health insurance needs of executives with competitive benefits programs. Aligns with our philosophy of attracting and retaining talented individuals.
| | | No
| | | | | | | | | Perquisites and other benefits
| | | | | | | | | Aligns with our approach of attracting and retaining talented individuals by offering limited perquisites and other benefits similar to those provided by peer companies.
| | | No
| | | Program Best Place to Work for Disability Inclusion | | | Fortune Best Workplaces in Financial Services & Insurance 2022 | | | 2022 Bloomberg
Gender-Equity Index | Scored 100% on 2022 Disability Equity Index | | | 85% of Voya Employees said Voya is a Great Place to Work | | | Commitment to Equality and Advancing Women in the Workplace |
Diversity Equity and Inclusion Voya is committed to fostering a work environment where the differences that we are born with — and those we acquire throughout our lives—are understood, valued and intentionally pursued. Bringing our differences together to positively influence our culture, service our clients and enrich our communities is essential to living our purpose to fight for everyone’s opportunity for a better financial future and aligns with our vision to clear your path to financial confidence and a more fulfilling life. Workplace Demographics | ▪ | We focus on reflecting the communities we serve through diversifying our workforce, developing their talents, fostering an inclusive environment where everyone is safe and supported and retaining talent. |
| ▪ | We have improved our rate of hiring underrepresented talent by mitigating bias in job descriptions through technology, expanding sources for candidates and requiring diverse slates and interview panels. |
| ▪ | In 2022, Voya hired employees to fill 38 leadership roles, of which 50% were diverse hires. |
Training, Employee Resources and Programming | ▪ | Voya’s DEI Task Force launched in December 2020 to increase equity and inclusion, create new opportunities for the business and generate innovative ideas. |
| ▪ | Voya launched the Voya Ambassadors program, with 20 Voya employees working with Talent Acquisition, to actively recruit diverse talent. The program formalized multiple partnerships with historically black colleges and universities, such as Morehouse College, and diverse professional organizations, such as The Hispanic Alliance for Career Enhancement. |
| ▪ | Voya's eleven Employee-Led Councils developed initiatives to engage and inspire our workforce through collaborative and intersectional programming. Several councils partnered with business or financial wellness experts to address the specific issues or concerns faced by their community. 25% of Voya’s employees are members of one or more Councils. |
| ▪ | In 2022, Voya launched its Talent Accelerator program designed to provide visibility to top African American/Black talent, increase their business acumen and focus on solving real business problem. Of the ten graduates of the program, four have been promoted. We will apply learnings to our second cohort, which will comprise Hispanic top and emerging talent in 2023. |
| ▪ | Voya continued to develop people of color and women through external partnerships with the 30% Club and Menttium. Since 2016, 29 women have participated in the 30% Club and 39% have been promoted. Since 2018, 55 people of color have participated in Menttium and 25% have been promoted. |
Leader Commitments | ▪ | In Sept. 2022, Voya launched the Cultural Competence Leadership Excellence Program with the top 80 leaders at the Company. The program seeks to increase leaders’ ability to create inclusion through cross-cultural understanding to help Voya live its purpose: Together we fight for everyone’s opportunity for a better financial future. |
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Voya 2023 Proxy Statement
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TABLE OF CONTENTS Talent Management and Recruitment We believe that superior human capital management is a key component to a high level of corporate performance. We seek to differentiate Voya through our talent review process, leadership development, succession planning, mentoring programs, performance management process, coaching and feedback. Because we are committed to developing employees, we maintain robust learning programs through Voya’s Learning Center to help employees develop as they advance their careers and/or transition into different roles within Voya. We have a One Voya platform for talent evaluations, discussion, development plans and succession plans across all Voya businesses and functions. Management Executive Committee members, other senior leaders and business partners lead talent reviews at least annually across various teams resulting in succession plans for the top three layers across the Company. We identify our very top performers to whom we offer additional education, training, and exposure opportunities, including the accelerated development of diverse employees. Total Rewards and Wellness Our Total Rewards offering is made up of the entire employee experience. It is delivered in the form of direct compensation (base salary and annual and/or long-term incentives), company-sponsored benefits (retirement savings, health and welfare plans, paid time off and work-life balance programs) and development opportunities. We provide a robust Total Reward offering that is market-competitive and equitable in order to attract, retain and motivate a talented and diverse workforce. Enterprise Environmental, Social and Governance (ESG) ESG is a business imperative woven throughout our enterprise. It is an investment in society and in the success of the Company. We implement initiatives that integrate responsible and sustainable thinking into our operations, positively impact our communities and minimize our impact on the planet. Our work is guided by our fiduciary duties to our shareholders and clients and informed by analysis of key impacts, identification of risks and opportunities, ESG best practices and stakeholder input. We report publicly in our annual impact report and on our website the progress on our ESG commitments, and disclose our data to investors on an ongoing basis. ESG strategy and execution are managed at the business and functional level, with enterprise management and reporting responsibility led by our ESG steering committee which consists of our Chief Financial Officer, Chief Legal Officer, Chief Risk Officer, and Chief Risk Officer for Voya Investment Management, which reports to the CEO. In addition, to ensure complete alignment with our business goals, Voya maintains an Executive Council for Corporate Responsibility and Diversity & Inclusion (“Executive Council”) that is composed of the top leaders in the Company. Led by our CEO, this governing body meets quarterly to review strategy and performance regarding ESG integration activities, employee engagement and charitable sponsorships. Critical topics are brought to the Executive Council during these meetings with recommendations for actions to remediate. The body makes determinations, guided by the nature of the issue, as to whether those topics should be discussed with the Nominating, Governance and Social Responsibility Committee or other directors of the Board. Additionally, the Board’s Nominating, Governance and Social Responsibility Committee Charter includes the review of ESG matters of significance to the Company. The Nominating, Governance and Social Responsibility Committee is engaged in ESG in the following ways, including reporting to the full Board as necessary: | ▪ | Provides oversight of the ESG Risk Policy, the Policy on Antitrust, and the Code of Business Conduct & Ethics; |
| ▪ | Provides input and guidance on the Impact Report on an annual basis before publication; and |
| ▪ | Provides recommendations on key ESG initiatives of significance to the Company. |
Senior leaders bring ESG-related risk matters of significance and topics raised by shareholders to the Nominating, Governance and Social Responsibility Committee as necessary and deemed appropriate by the Executive Council. The Nominating, Governance and Social Responsibility Committee will collaborate with the Risk, Investment and Finance Committee, as appropriate. This includes matters relating to our ESG Risk Policy, which reflects the Company’s commitment to conducting business in a way that is ethically, economically, socially and environmentally responsible. Voya 2023 Proxy Statement | | | 39 |
TABLE OF CONTENTS Political Contributions Oversight and Disclosure Our Nominating, Governance and Social Responsibility Committee, a committee comprised solely of independent directors, provides oversight of the Company’s political contributions and lobbying expenses. As part of its oversight role, it reviews our political activity policy and monitors our ongoing political strategy as it relates to the overall public policy objectives for the Company. The Nominating, Governance and Social Responsibility Committee also reviews an annual report on our political contributions and lobbying expenses. This report is available at https://investors.voya.com/financials/annual-reports-and-proxy/default.aspx. The purpose of the Voya Financial Political Action Committee (PAC) is to promote good citizenship and further business interests that are of concern to the shareholders and employees of Voya. PAC disbursement decisions are made by the officers of the PAC, consistent with the PAC’s Bylaws and based upon a candidate’s State or Congressional District, committee assignment, legislative and work experience, expertise, and other similar factors. Candidates are vetted by Voya employees and by the Company's outside legal and legislative consultants. The PAC relies on a combination of its employees and its outside consultants to identify new or emerging issues to be addressed. The PAC relies on an outside vendor for the administration of the PAC. Outside of Voya, we have and continue to build connections between our employees and the communities in which they live and serve through support of employee volunteerism and giving. We conduct our community investment work through Voya Foundation whose primary work focuses on financial resilience: STEM (science, technology, engineering and mathematics) education for K-8th graders; financial literacy for 9-12th graders; teacher training and employee matching gifts. Through Voya Foundation, employees receive dollar-for-dollar matches to eligible nonprofits of their choice. The annual maximum match is $5,000 for employees and $25,000 for our senior management and directors. In 2022, more than 50% of employees volunteered in the community throughout the year and 78% of employees made contributions to charity. Employee donations to nonprofits, together with Voya Foundation’s match, totaled approximately $5.5 million in the U.S. In addition, full-time employees receive 40 hours of paid volunteer-time-away at eligible nonprofits per year and part-time employees receive 20 hours per year. Voya employees volunteered nearly 30,500 hours in 2022. During Voya’s National days of Service, a company-wide volunteer initiative, 50% of employees volunteered more than 10,000 hours for both virtual and in-person activities. Our Nominating, Governance and Social Responsibility Committee oversees the CEO succession planning process and together with our independent Lead Director facilitates, at least annually, the Board’s discussion of CEO succession planning. Our CEO provides the Board with recommendations for and evaluations of potential CEO successors and reviews with the Board development plans for these successors. Directors engage with potential CEO candidates and senior management talent at Board and Committee meetings and in less formal settings to enable directors to personally assess candidates. The Board reviews management succession in the ordinary course of business throughout the year as well as contingency planning in the event of an emergency or unanticipated event. Our Nominating, Governance and Corporate Responsibility Committee oversaw the CEO succession planning that led to the appointment of Heather Lavallee as President and CEO-elect on July 7, 2022, and as CEO on January 1, 2023. Concurrently, our former CEO, Rodney O. Martin, Jr. transitioned to his current role as Executive Chairman of the Board, which he will hold through February 2024. WhyVoya 2023 Proxy Statement
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TABLE OF CONTENTS Part II: Compensation Matters
Proposal 2. Advisory Vote to Approve Executive Compensation Section 14A of the U.S. Securities Exchange Act of 1934 (Exchange Act) requires that shareholders be given the opportunity to cast an advisory vote on the compensation of our named executive officers, or NEOs. Our NEO compensation for 2022 is disclosed and discussed in detail below. We believe that the success of our business is based on our ability to attract, retain and motivate the executive officers who determine our strategy and provide the leadership necessary to ensure we execute our business plan and foster long-term value creation for our shareholders. To support the achievement of these objectives, we focus our executive compensation programs on the principle of pay-for-performance. Consistent with this principle, our programs condition a significant portion of the compensation our executives receive on the achievement of business and individual performance results. We also believe that the optimal way for shareholders to measure our company’s and our executives’ performance is to take both a short- and long-term view. This year’s Advisory Vote to Approve Executive Compensation comes at a unique time in Voya’s journey when Voya has been executing its thoughtful CEO transition plan. Effective January 1, 2023, our Board appointed Heather Lavallee as our new President and CEO, and our former CEO Rodney O. Martin, Jr. as Executive Chairman of the Board. In this context, Voya’s executive compensation practices take on an especially important role as a means to incentivize our executive leadership to ensure a smooth transition, position the Company for ongoing operational and financial success, and maximize long-term shareholder value. Accordingly, the following resolution will be presented at our Annual Meeting: RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED. This vote is only advisory and will not be binding on the Compensation, Benefits and Talent Management Committee of the Board, which is responsible for determining the compensation of our NEOs. The results of the vote will be taken into account, however, by the Committee when considering our compensation policies and procedures. We have determined that this vote will occur annually, and so the next advisory vote will take place at our 2024 Annual Meeting of Shareholders. Board Recommendation: Our Board unanimously recommends that shareholders vote FOR the resolution approving the compensation paid to the NEOs. COMPENSATION DISCUSSION AND ANALYSIS The Compensation Discussion and Analysis describes our compensation objectives and reviews compensation decisions for our NEOs. For 2022, our NEOs were as follows: Rodney O. Martin, Jr. | | | Executive Chairman and Chief Executive Officer | Donald Templin | | | Executive Vice President, Chief Financial Officer | Heather Lavallee | | | President and Chief Executive Officer - Elect | Christine Hurtsellers | | | Chief Executive Officer, Investment Management | Charles Nelson | | | Vice Chairman |
Michael S. Smith | | | Vice Chairman, Chief Financial Officer |
Voya 2023 Proxy Statement | | | 41 |
TABLE OF CONTENTS Compensation Disclosure Roadmap 1. How did we use these
perform? | | | ✔ | | | Exceeded Full Year Target of 12-17% by growing Earnings Per Share 24% in 2022 relative to 2021 | | | ✔ | | | Delivered commercial growth across each of our businesses, including a 10.3% increase in full service recurring deposits in Wealth Solutions compared with 2021; $1.1 billion in positive net flows (excluding divested annuities and sub-advisor replacements) in Investment Management; and a 10.8% increase in in-force premiums in Health Solutions compared with 2021 | | | ✔ | | | Grew adjusted operating earnings excluding notables-per share 24% compared with 2021 | | | ✔ | | | Transformative M&A activity in 2022 consistent with Investor Day strategy — acquisition of Allianz Global Investors’ U.S. asset management business significantly diversified our asset management business and acquisition of Benefitfocus accelerates our Workplace Strategy | 2. What did we
change for 2022? | | | ✔ | | | There were no changes to the 2021 metrics for 2022 in either the annual or the long-term incentive plans to better reflect Voya’s business plan | 3. How do we
determine pay? | | | ✔ | | | Set target pay levels commensurate with sustained performance, metricsexternal market data, the advice of the Compensation, Benefits and Talent Management Committee’s independent consultant and the need to attract and retain high quality talent | | | ✔ | | | Multiple factors are taken into consideration in determining actual pay, including the alignment of total pay opportunity and pay outcomes with Company and individual performance | | | ✔ | | | Design pay programs to reward performance, mitigate risks and align with shareholder interests by having a significant portion composed of long-term equity incentive awards | 4. How did we
We believepay for
performance? | | | ✔ | | | A significant portion of the NEOs’ variable compensation is in equity, which strengthens the alignment of our executives’ compensation with our stock price | | | ✔ | | | Payouts are aligned with our annual and long-term performance metricsresults | | | ✔ | | | Annual cash incentive was funded at 95% of target based on performance of three measures and Performance Share Units (PSUs) were paid out at 87.5% of the target grant (see page 53) | | | ✔ | | | 55% of long-term stock unit awards are PSUs that vest based in significant part on our relative total shareholder return over a 3-year period, therefore the payout of the PSUs is directly impacted by our stock price and strongly aligned with shareholder interests | 5. How do we
address risk and
governance? | | | ✔ | | | Provide an appropriate balance of short- and long-term compensation, with payouts based on our stock price, overall financial performance and individual contribution | | | ✔ | | | Follow practices that promote good governance and serve the interests of our shareholders, with a rigorous claw back policy, anti-pledging and anti-hedging policy and robust stock ownership requirements (5x base salary for CEO, 4x base salary for Vice Chairman and CFO, 3x base salary for all other NEOs) | | | ✔ | | | Subject NEOs to a non-compete agreement, the terms of which were thoughtfully designed and will help us retain top talent | | | ✔ | | | The Compensation, Benefits and Talent Management Committee receives an annual report from the Chief Risk Officer on the compensation program risk review |
Why you should
approve our
say-on-pay vote | | | ✔ | | | Began execution on the CEO succession plan while maintaining strong business performance demonstrating good stewardship of shareholder capital with appropriate focus on managing risk and executing on key strategic priorities | | | ✔ | | | 2022 incentive payouts for our CEO and our other NEOs are appropriatealigned with overall Company performance | | | ✔ | | | Pay practices are aligned with shareholder interests | | | ✔ | | | Pay practices are tied to motivaterobust risk management and a strong corporate governance framework |
Voya 2023 Proxy Statement | | | 42 |
TABLE OF CONTENTS 1. How did we perform? Achieved earnings per diluted share (EPS) growth We generated significant growth in adjusted operating EPS, excluding notable items, for both fourth-quarter and full-year 2022, with results exceeding our annual growth target of 12% to 17%. Fourth-quarter and full-year 2022 after-tax adjusted operating earnings per share, excluding notables, increased 31% and 24%, respectively, over the prior-year periods and reflect continued execution of Voya's net revenue growth, margin expansion and capital management initiatives. Continued commercial momentum across all business lines For full-year 2022 (and compared with full-year 2021), Wealth Solutions full service recurring deposits grew 10.3% to $13.3 billion; Health Solutions annualized in-force premiums grew 10.8% to $2.8 billion; and Investment Management generated positive net flows of $1.1 billion. Maintained strong capital position and continued to be good stewards of shareholder capital We maintained robust capital with excess capital as of December 31, 2022, of $0.9 billion, which is the amount above the Company’s holding company liquidity target of $200 million, and estimated statutory surplus in excess of a 375% combined risk-based capital (RBC) ratio. As of December 31, 2022, Voya’s estimated RBC ratio was 488%. In 2022, we continued to provide value to shareholders by deploying a record $1.2 billion in excess capital through a combination of share repurchases, the redemption of debt and dividends — bringing the total amount of capital returned to shareholders since our initial public offering in 2013 to approximately $8.6 billion. 2. What did we change for 2022? We did not change any compensation metrics used in our annual or long-term incentive plans in 2022. 3. How do we determine pay? Compensation Principles The following principles help guide and inform the Compensation, Benefits and Talent Management Committee in delivering effective executive compensation programs that drive performance, mitigate risks and foster the attraction, motivation and retention of top leadership talent to enable us to execute our business plan and ultimately deliver shareholder value. Attract and retain talent: Our success depends on the quality of our executive team. Our compensation program needs to be market-competitive in order to attract and retain a talented and diverse workforce. We regularly review peer group compensation data to inform competitive and reasonable compensation decisions to help grow and sustain our business in a changing and challenging environment. Pay for performance: A significant portion of the annual compensation of our executive officers should vary with annual business performance and each individual’s contribution to that performance. The performance metrics and goals are reviewed and challenged by the Compensation, Benefits and Talent Management Committee before they are approved and the goals are rigorous and challenging to motivate and reward stretch performance. Transparency with and feedback from shareholders: We believe that transparency with shareholders relating to our executive compensation program is essential. We are continuously improving the disclosure of our programs for shareholders to provide enough information and context to assess the effectiveness of our programs. We proactively engage with shareholders and take actions to improve our compensation programs based on feedback from shareholders. Integrate risk management and compensation: Risk management and claw back policies need to be robust to deter imprudent risk taking. We conduct a rigorous annual review of the features of our compensation program that guard against excessive risk-taking. 4. How does Voya’s approach to executive compensation compare with external models? Voya’s successful approach to rewarding strong results over many years may not consistently fit with external pay-for-performance “say on pay” voting models. 2022 provides an example of this circumstance, due to a lag in stock price performance that directly affected our 3-year Total Shareholder Return (TSR) measure. This was in contrast to the exceptional financial results delivered for the year in the face of strong economic headwinds, as we successfully executed on our strategy and against our financial targets. Voya has a history of sustained absolute and relative TSR performance. Since 2016 and until the most recent 3-year period, Voya’s 3-year TSR was well above the median of our peer group. Voya 2023 Proxy Statement | | | 43 |
TABLE OF CONTENTS Elements of Compensation The following table presents the principal elements of the compensation programs that applied to our NEOs for 2022. The elements of compensation were designed to provide a variety of fixed and variable compensation elements related to the achievement of the Company’s short-term and long-term objectives. Fixed | | | Base salary | | | Cash | | | | | | Compensates NEOs for the day-to-day services performed for the Company. Attracts and retains talented executives with competitive compensation levels. | | | No | | | Base salary adjustments made for two NEOs in line with expanded responsibilities. | Variable | | | Annual cash incentive compensation | | | Cash | | | Adjusted Operating Earnings (50%) Adjusted Operating Return on Allocated Capital (35%) Strategic Indicators (15%) | | | Motivates executives to achieve outstanding short-term resultsperformance goals selected based on the Company’s annual business plan. Promotes differentiation of pay based on business and individual performance and rewards executives for attaining annual objectives. | | | Yes | | | Performance was slightly below target for Adjusted Operating Return on Allocated Capital and Adjusted Operating Earnings and at target for Strategic Indicators resulting in a 95% funding level. | | | | Long-term equity-based incentive compensation— granted based upon prior year performance and other factors | | | Performance
Stock Units (PSUs) | | | Forward-looking performance vesting conditions for the same time, help build long-term value for shareholders. We describe why we use these metrics in detail below.2021-2023 period:
Adjusted Operating Return on Equity (20%)
Adjusted Operating Earnings and Adjusted Operating Earnings perPer Share We believe these metrics indicate the financial performance of the total Company and the underlying profitability factors, and exclude items that are not indicative of ongoing trends. In particular, these metrics exclude the effect of period-to-period volatility that can be caused by DAC/VOBA and other intangibles unlocking that are not indicative of our ongoing performance. We measure EPS on an absolute basis to minimize the complications associated with relative EPS, such as having to adjust peer companies’ EPS for exclusions. Adjusted Operating Earnings and Adjusted Operating Earnings per Share are non-GAAP financial measures. See Exhibit A—Non-GAAP Financial Measures. (30%)
Relative Total Shareholder Return versusvs. Compensation Peer Group (50%) | | | Equity-based compensation helps to create a culture focused on long-term value creation and share ownership, and is used to retain executive talent. | | | Yes | | | Performance for the 2020-2022 period was at maximum for Adjusted Operating ROE and Adjusted Operating EPS but below target on relative TSR, resulting in payout of 87.5% of target for the PSUs (see page 53). | | | | | | Restricted
This metric provides a relative performance measureStock Units (RSUs)
| | | | | | | | | Yes | | | | Benefits and Perquisites | | | Retirement, deferral and
health and
welfare programs | | | | | | | | | Addresses retirement savings and health insurance needs of executives with competitive benefits programs. Aligns with our philosophy of attracting and retaining talented individuals. | | | No | | | | | | Perquisites and other benefits | | | | | | | | | Aligns with our approach of attracting and retaining talented individuals by offering limited perquisites and other benefits similar to our program and provides a direct correlation between total shareholder return results and our compensation decisions, which strengthens the alignment of pay-for-performance outcomes with shareholder interests.those provided by peer companies. | | | No | | | |
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TABLE OF CONTENTS Why We Use These Performance Metrics We believe that the performance metrics in our compensation program are appropriate to motivate our executives to achieve outstanding short-term results, and, at the same time, help build long-term value for shareholders. We describe why we use these metrics in detail below. Adjusted Operating Earnings and Adjusted Operating Earnings per Share We believe that these metrics indicate the financial performance of the total Company and the underlying profitability factors, and exclude items that are not indicative of ongoing trends. For example, these metrics exclude the effect of period-to-period volatility that can be caused by deferred policy acquisition costs (DAC), value of business acquired (VOBA) and other intangibles unlocking that are not indicative of our ongoing performance. We measure EPS on an absolute basis to minimize the complications associated with relative EPS, such as having to adjust peer companies’ EPS for exclusions. Adjusted Operating Earnings and Adjusted Operating Earnings per Share are non-GAAP financial measures. See Exhibit A — Non-GAAP Financial Measures. Relative Total Shareholder Return versus Compensation Peer Group This metric provides a relative performance measure to our program and provides a direct correlation between total shareholder return results and our compensation decisions, which strengthens the alignment of pay-for-performance outcomes with shareholder interests. Our peer group is periodically updated to be current with how investors view relative performance. Adjusted Operating Return on Allocated Capital We introduced this metric into our compensation program in 2018 to allow for a more diverse set of compensation metrics which we believe better reflect our overall financial health and performance. We believe that the returnAdjusted Operating Return on allocated capitalAllocated Capital metric focuses our leaders and employees on achieving competitive returns on the capital allocated to our businesses and rewards them accordingly. Adjusted Operating Return on Allocated Capital is a non-GAAP financial measure. See Exhibit A—A — Non-GAAP Financial Measures. Adjusted Operating Return on Equity (ROE) Adjusted Operating ROE excludes the effect of period-to-period volatility that can be caused by DAC/VOBA and other intangibles unlocking that are not indicative of our financial performance and the financial performance of our and the underlying profitability factors. We believe that Adjusted Operating ROE is a good metric by which to measure management’s performance and base compensation decisions because it indicates the underlying financial performance of our ongoing business while excluding items that are not indicative of ongoing trends. Importantly, it measures how effectively we use equity capital in our ongoing business and hence is directly aligned with shareholder interests. With the closing of the Closed Block Variable Annuities and fixed and fixed indexed annuity businesses, we changed the definition ofcapital. Adjusted Operating Return on Equity to be simpler and more consistent with how others in our industry define ROE. Adjusted Operating Return on EquityROE is a non-GAAP financial measure. See Exhibit A—A — Non-GAAP Financial Measures. Strategic Indicators The strategic indicators are a portfolio of quantitative indicators that drive growth and margin expansion. The indicators include net flows growth, in-force premium growth and cost savings from our strategic investment program. We believe that, taken together, these are useful compensation measures as they alignedalign compensation decisions with measures and strategies that contributedcontribute to the achievement of our ROE goal. -30-Voya 2023 Proxy Statement | | | 45 |
TABLE OF CONTENTS Participants in the Process to Determine Compensation Compensation, Benefits and BenefitsTalent Management Committee and the Board The Committee is responsible to our boardBoard for: evaluation of corporate goals and objectives relevant to the compensation of our NEOs as well as individual goals and objectives relevant to the compensation of our CEO;
evaluation of the competitiveness of each NEO’s total compensation package based on market data and each executive’s experience;
review and approval of the CEO’s compensation based on an evaluation of the CEO’s performance in light of goals and objectives that were approved by the Committee; and
approval of any change to the total compensation package of NEOs, including base salary, annual incentive awards and long-term incentive awards.
| ▪ | Evaluation of corporate goals and objectives relevant to the compensation of our NEOs as well as individual goals and objectives relevant to the compensation of our CEO; |
| ▪ | Evaluation of the market competitiveness of each NEO’s total compensation package based on market data and each executive’s experience; |
| ▪ | Review and approval of the CEO’s compensation based on an evaluation of the CEO’s performance in light of goals and objectives that were approved by the Compensation, Benefits and Talent Management Committee; |
| ▪ | Approval of any change to the total compensation package of NEOs, including base salary, annual cash incentive awards and long-term equity incentive awards; and |
| ▪ | Review and oversight of the Company’s strategies relating to talent management. |
For the CEO, the Compensation, Benefits and BenefitsTalent Management Committee also receives input from all of the independent Directorsdirectors in assessing CEO performance and reviewing CEO compensation. Chief Executive Officer
Within the framework of the compensation programs approved by the Compensation and Benefits Committee and based on evaluation of individual performance and potential as well as review of market competitive positions, our CEO recommends the level of base salary, the annual incentive award and the long- term incentive award value for the other NEOs. The Compensation and Benefits Committee reviews and discusses our CEO’s recommendations and approves any compensation changes affecting our NEOs as it determines in its sole discretion.
Compensation Consultant
The Compensation and Benefits Committee has retained Pay Governance LLC (“Pay Governance”)Chief Executive Officer | | | | | | Within the framework of the compensation programs approved by the Compensation, Benefits and Talent Management Committee and based on evaluation of individual performance and potential as well as review of market competitive positions, our CEO recommends the level of base salary, the annual cash incentive award and the long-term equity incentive award value for the other NEOs. The Compensation, Benefits and Talent Management Committee reviews and discusses our CEO’s recommendations and approves any compensation changes affecting our NEOs as it determines in its sole discretion. | | | | | | | | Compensation Consultant | | | | | | The Compensation, Benefits and Talent Management Committee has retained Pay Governance LLC (Pay Governance) to serve as its independent executive compensation consultant. Pay Governance regularly attends Committee meetings and assists and advises the Committee in connection with its review of executive compensation policies and practices. In particular, Pay Governance provides market data, trends and analysis regarding our executive compensation in comparison to its peers to assist the Committee in its decision-making process. The Committee reviews and confirms the independence of Pay Governance on an annual basis. Pay Governance does not perform any other work for management. |
Evaluating Market Competitiveness The Compensation, Benefits and BenefitsTalent Management Committee has established a comparison group of peer companies, with the assistance and advice of the Company’s management and Pay Governance. The Compensation and Benefits Committee uses this comparison group, in part, to evaluate the Company’s compensation policies and practices, and as a means by which to measure the compensation packages of its executives. In establishing the comparison group, the Compensation and Benefits Committee considers certain factors, including whether potential member companies competed with us in the same competitive labor market or in similar lines of business, the potential member company’s market capitalization and various other factors, including the revenues, workforce size and assets under management or assets under administration of potential member companies.companies, and ensures that the group is consistent with how investors assess relative performance. The Compensation and Benefits Committee reviews the comparison group periodically to ensure the relevance of the group and reflect changes in the Company’s own business mix as well as those of the peer companies. TABLE OF CONTENTS
For 2020,2022, the comparison group of companies considered by the Compensation and Benefits Committee (the “Comparison Group”)(Comparison Group) for competitive data for all of our NEOs included the following companies: Ameriprise Financial, Inc.
Athene Holding Company
Eaton Vance Corp.*
Equitable Holdings, Inc.
The Hartford Financial Services Group, Inc.
Invesco Ltd.
Legg Mason, Inc.*
Lincoln National Corp.
Manulife Financial Corp.
MetLife, Inc.
Principal Financial Group, Inc.
Prudential Financial, Inc.
Sun Life Financial Inc.
T. Rowe Price Group, Inc.
Unum Group
| ▪ | Ameriprise Financial, Inc. |
Voya 2023 Proxy Statement | Due to the acquisition of certain of the Comparison | | 46 |
TABLE OF CONTENTS | ▪ | Equitable Holdings, Inc. |
| ▪ | Franklin Resources, Inc. |
| ▪ | The Hartford Financial Services Group, companies by third parties in 2020 and 2021, we anticipate that Legg Mason and Eaton Vance will be removed from the ComparisonInc. |
| ▪ | Northern Trust Corporation |
| ▪ | Principal Financial Group, for purposes of future compensation assessments.Inc. |
| ▪ | Prudential Financial, Inc. |
| ▪ | T. Rowe Price Group, Inc. |
Surveys and competitive dataCompetitive Data As part of its 20202022 compensation review, the Compensation, Benefits and BenefitsTalent Management Committee also considered compensation data provided by a number of surveys and sources to determine the relative competitiveness of compensation programs as well as competitive levels of pay. These surveys included a diversified study of executive compensation in the insurance industry prepared by Willis Towers Watson (which we refer to as the “Willis(Willis Towers Watson Survey”)Survey) and a survey of investment management companies prepared by McLagan (the “McLagan Survey”)(McLagan Survey), a consulting firm that provides market pay and performance information in the financial services industry. The Compensation and Benefits Committee takes into consideration the Willis Towers Watson Survey and the McLagan Survey when making decisions on base salary, annual cash incentive and long-term equity incentive opportunities for NEOs except the CEO. For the CEO, the Compensation and Benefits Committee solely takes into consideration proxy data of the Comparison Group. TABLE OF CONTENTS
4. How did we pay for performance? Pay Mix Shows Significant Variable Pay. Approximately 91% of the total compensation delivered to our CEO and 85%83% delivered to our other NEOs in 2020 is2022 was variable. By variable, we mean that there is no guarantee that executives will actually realize the originally intended “target” compensation values. This variable feature demonstrates management’s alignment with shareholders’ interests, as the delivery of the variable compensation is dependent on performance, including our stock price performance.price. Determination of 20202022 Compensation In early 2020,2022, the Compensation, Benefits and BenefitsTalent Management Committee met multiple times to consider the compensation opportunity that would be provided to the Company’s NEOs and other senior executives during 2020.2022. These considerations included an assessment of the Company’s compensation practices and compensation packages against those of the Comparison Group, including in particular an assessment of the total target compensation opportunity for each NEO. In addition, the Compensation and Benefits Committee considered the vote result of our say-on-pay proposal in 20202022 and took into account the outcome of the vote in reviewing our Voya 2023 Proxy Statement | | | 47 |
TABLE OF CONTENTS executive compensation programs and policies. Shareholders voted 96% in favor of the Company’s Say on Pay2022 say-on-pay proposal on executive compensation (based on shares voted). The Compensation, Benefits and BenefitsTalent Management Committee considered the vote to be an endorsement of the Company’s executive compensation programs and policies, and took into account the outcome of the vote in reviewing those programs and policies. Executive compensation reflects alignment of pay-for-performance model to shareholder interests While our financial results in 2022 were strong, our 3-year TSR was adversely impacted by Voya’s 7% stock price decline in 2022. This was due in large part to what we believe to have been investor hesitancy that often accompanies a CEO succession and a related uncertainty around our continuity of capital management priorities. With the benefit of time to affirm with investors that our strategy remains consistent under our new leadership, we believe that those concerns have been addressed. However, the resulting decreases in our 2022 incentive payouts for NEOs and the lower 2023 stock grant for Mr. Martin reflect Voya’s disciplined commitment to a strong pay-for-performance model and alignment with shareholders. Our 2022 Annual Compensation Incentive Plan (ACIP) for Mr. Martin paid out at $2.8 million, which reflected 104% of his target bonus. This is a reduction of 39% from his 2021 ACIP payout of $4.58 million, which was 170% of his target bonus. For 2020-2022, our Performance Share Units (PSUs) paid out at 87.5% of the target grant. Mr. Martin’s stock grant for 2022 performance (granted in February 2023) of $9.99 million is down from his 2021 grant of $10.57 million. The lower incentive payouts reflect the deliberately intended shareholder alignment. Following is a detailed review of how the review, the Compensation and Benefits Committee also established, for purposes of the NEOs’ annual cash incentive awards opportunities, performance measures and targets that would apply for the 20202022 performance year. Base salary Base salary for the NEOs in 2020 stayed largely consistent with 2019 base salary. Mr. Martin’s salary is set in accordance with his employment agreement. The 2022 base salary for our other NEOs was reviewed taking into account several factors, including the NEO’sNEOs’ experience, the NEO’s responsibilities, the NEO’s 20192021 performance, the NEO’s 20192021 base salary and the competitiveness of that base salary as compared to internal peers and similarly situated executives at companies that compete with us for executive talent. Intalent including those companies that participate in the caseWillis Tower Watson Survey and/or the McLagan Survey. Ms. Lavallee's salary increased from $500,000 to $835,000 in connection with her promotion to President and CEO-Elect. The base salaries of Mr. Smith, Ms. Hurtsellers, Mr. Nelson and Ms. Parent, this included consideration of executive compensation paid by certain companies included in the Comparison Group. The base salaries of Messrs.Mr. Smith and Nelson and Mss. Hurtsellers and Parent were unchanged from their respective 20192021 salaries. Mr. Templin's base salary of $800,000 was established in connection with his hire.
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Annual cash incentive compensation Our annual cash incentive program is designed to reward participants based on critical financial results and for their annual contributions to those results. Individual incentive awards are based on an annual evaluation of business performance and each NEO’s individual performance. In this CD&A (as defined below), references to 20202022 annual cash incentive compensation awards are to the annual cash incentive compensation amounts that were paid to NEOs in March 2021,2023, which were designed to recognize individual Company and business unitCompany performance during 2020.2022. As described in more detail below, an NEO’s annual cash incentive award is determined after taking into account the performance of the Company under several financial measures and based on a qualitative assessment of individual performance and other factors considered relevant by the Compensation, Benefits and BenefitsTalent Management Committee. Voya 2023 Proxy Statement | | | 48 |
TABLE OF CONTENTS The Compensation, Benefits and BenefitsTalent Management Committee determined 20202022 annual cash incentive compensation for our NEOs by applying a multi-step process:
Each of these steps is described in more detail below: Step 1: Establishment of Annual Cash Incentive Compensation Target Opportunity and Maximum Award. Each NEO’s 20202022 target annual cash incentive opportunity was originally determined under the terms of their respective employment agreement or offer letter, and reviewed by the Compensation, Benefits and BenefitsTalent Management Committee in early 20202022 or in connection with their promotion, with reference to the compensation amount publicly disclosed by the Comparison Group to assess competitiveness. The target and maximum annual cash incentive amounts were considered as one element of our NEOs’ overall total direct compensation opportunity,opportunities, and, based in part on this review, total direct compensation opportunities were set with reference to median total target compensation as reflected in the comparative data. Target annual cash incentive award opportunities for the NEOs in 2020,2022, as a percentage of 2022 base salary, were as follows: Mr. Martin | | | 225% | Mr. Smith | | | 175%200%
| Mr. Templin | | | 200% | Ms. Lavallee | | | 225% | Ms. Hurtsellers | | | 300% | Mr. Nelson | | | 150%
| Ms. Parent
| | | 175%180%
|
Unchanged from our 2019 approach, the maximum 20202022 incentive opportunity was capped at two times the target award opportunity for all NEOs except for Mr. Martin, whose maximum incentive opportunity is set forth in his employment agreement. TABLE OF CONTENTS
Step 2: Establishment of Preliminary Annual Cash Incentive Compensation Amounts. Preliminary annual cash incentive amounts were determined based on Company performance in 20202022 against target performance levels set by the Compensation, Benefits and BenefitsTalent Management Committee during the first quarter of 2020,2022, based on business forecasts and projections. Achievement against these targets was assessed by the Compensation and Benefits Committee during the first quarter of 2021,2023, following the availability of Company financial information for 2020.2022. For 20202022 annual cash incentive awards, preliminary annual compensation amounts were based on the target annual cash incentive compensation amounts for each of our NEOs, and on the Company financial performance under three financial measures: Adjusted Operating Earnings, Adjusted Operating Return on Allocated Capital and Strategic Indicators. Each of Adjusted Operating Earnings and Adjusted Operating Return on Allocated Capital is a non-GAAP financial measure. See Exhibit A—A — Non-GAAP Financial Measures. Adjusted Operating Earnings (in millions) | | | 50% | | | $579 | | | $724 | | | $869 | | | $694 | | | 90% | Adjusted Operating Return on Allocated Capital | | | 35% | | | 14.1% | | | 17.6% | | | 21.1% | | | 17.8% | | | 103% | Strategic Indicators1 | | | 15% | | | 1.5 | | | 3.0 | | | 4.5 | | | 3.0 | | | 100% | Total
| | | 100% | | | | | | | | | | | | | | | 96% |
1
|
Voya 2023 Proxy Statement | | | 49 |
TABLE OF CONTENTS Adjusted Operating Earnings (in millions) | | | 50% | | | $725 | | | $906 | | | $1,087 | | | $865 | | | 89% | Adjusted Operating Return on Allocated Capital | | | 35% | | | 15.9% | | | 19.9% | | | 23.9% | | | 19.5% | | | 96% | Strategic Indicators(1) | | | 15% | | | 1.5 | | | 3.0 | | | 4.5 | | | 3.5 | | | 117% | Total | | | 100% | | | | | | | | | | | | | | | 95% |
(1)
| Each strategic indicator is assigned a rating from 1 to 5,5; a 3 rating indicates that the performance met the target. |
Step 3: Individual Assessment and Determination of Individual Annual Cash Incentive Award. Following determination of the preliminary annual cash incentive amounts, the Compensation, Benefits and BenefitsTalent Management Committee qualitatively assessed each NEO’s performance based on performance objectives that included individualized qualitative performance goals and business line or functional area performance. In the case of NEOs other than Mr. Martin, the views of Mr. Martin with respect to such performance were considered by the Compensation and Benefits Committee as part of this assessment. The results of this assessment were as follows: Under Mr. Martin’s leadership, the Company had a number of significant accomplishments during 2020.2022. These include, but are not limited to: •▪ | 24% EPS growth – Forin 2022, above our Investor Day Target of 12% to 17% despite the full year, our normalized adjusted operating EPS were $4.812. This represents a 14% increase compared with the full-year 2019. This earnings growth was driven by the significant progress thatmacroeconomic challenges we have made in the organic growth of our businesses, reducing costs and returning capital to shareholders.experienced all year. |
•▪ | Continued to execute on the core organic growth, capital management and margin improvement aspects of the 2022-2024 EPS growth plans that we shared at Investor Day 2021. |
| ▪ | Completed several inorganic transactions to advance our future growth plans, as well as meeting the evolving needs of our clients including, but not limited to: |
| ▪ | Voya acquired Allianz Global Investors U.S. asset management business, significantly diversifying Voya Investment Management’s business and driving considerable growth opportunities through expansion into international markets, broader retail distribution capacity, and new investment strategies. Voya acquired this business without consuming any excess capital, with Allianz taking a 24% non-voting stake in Voya Investment Management as consideration for the sale. |
| ▪ | Voya acquired Benefitfocus, Inc. (NASDAQ: BNFT), an industry leading benefits administration technology company that serves the leading brokerage and consulting firms in the health and benefits industry and, through its employer and health plan customers, touches more than 25 million lives on its platform. |
| ▪ | Strong Performance Across Our Business: |
| ▪ | Wealth Solutions: Achieved strong retention, recurring deposit, and net flow results, especially in Full Service (“FS”), where margins are higher and where the business has been |
focusing on growth. Total Full-Service retention (assets) of 98.0% is 1.3% higher than the prior 5-year average — while net flows of $2.9 billion were 39% ahead of target and $2.3 billion higher than 2021. | ▪ | Health Solutions: Record year in earnings with 11th consecutive year of sales growth. Health Solutions met Investor Day's loss ratio and in-force premium growth targets. Higher mortality in group life due to COVID-19 was offset by better-than-target results in Supplemental Health. 2022 Total Shareholder Return – Voya’s three-year cumulative Total Shareholder Return (TSR)Sales were 101% of target and total revenue was 111% of target. |
| ▪ | Voya Investment Management: Despite heavy macro pressures, Voya IM's distribution remained strong, with over $40 billion in total sales across channels and strategies — contributing to the 2018-2020 period, placing our relative ranking$1.1 billion positive total net flow for the year. |
| ▪ | Capital Management: $1.2 billion of capital deployed in 2022, supporting a return of more than $8.6 billion of capital to our 14 peersshareholders through share repurchases and dividends since the IPO. |
| ▪ | External Recognitions: We were recognized by Fortune as a Great Place to Work® and Fortune Best Workplaces in Financial Services & Insurance, included in the 79th percentile2022 Bloomberg Gender-Equality Index (GEI) for that period.the seventh consecutive year, recertified as a Great Place to Work by the Great Place to Work Institute for the 7th consecutive year and recognized by the Ethisphere Institute as one of the 2022 World's Most Ethical Companies® for the 9th consecutive year. |
| ▪ | Leadership Succession: Successfully executed on Voya’s leadership succession plan to name and seamlessly transition to Heather Lavallee as Voya’s new CEO. |
Strong performance across our businesses – We continuedUnder Mr. Smith's leadership prior to achieve organic growthhis departure in eachNovember 2022, the Company accomplished the following:
| ▪ | Provided strong financial counsel allowing Voya to execute on the core organic growth, capital management and margin improvement aspects of the 2022-2024 EPS growth plans shared at Investor Day 2021. |
| ▪ | Executed on the first year of Investor Day plan meeting the high end of 12 to 17% EPS growth. |
| ▪ | Achieved the elimination of remaining stranded costs associated with its prior divestitures in the third quarter of the year, one quarter ahead of schedule. |
Mr. Templin joined Voya in the role of our core businesses during the year. We saw strong demand for our capabilities given the compelling value proposition that we provide for workplace and institutional clients.Chief Financial Officer in November 2022 with more than 30 years of corporate finance experience. Retirement: For full-year 2020, full-service recurring deposits grew 7% compared with full- year 2019, reaching $11.1 billion.
Investment Management: We generated $8.4 billion of net flows (excluding divested annuities and sub-advisor replacements) for full-year 2020, representing 5% organic growth and exceeding our target of 2% to 4%.
Employee Benefits: We increased total annualized in-force premiums by 7% compared with the prior year period, reflecting growth in our Voluntary business.
2
| Normalized adjusted operating earnings as presented is a non-GAAP measure and information regarding this non-GAAP financial measure, and a reconciliation to most comparable US GAAP measure, is provided in Appendix A. |
-35-Voya 2023 Proxy Statement | | | 50 |
TABLE OF CONTENTS Capital management – We also continue to maintain a strong capital position and concluded 2020 with proforma excess capital of approximately $1.8 billion, including deployable capital resulting from the Company’s sale of its Individual Life business on January 4, 2021. During the year, we repurchased $526 million of our common stock.
Enterprise Transformation – We executed on our enterprise cost savings plan and eliminated all of the stranded costs associated with the sale of our annuities businesses. We achieved our target of $250 million of annual run-rate cost savings in mid-2020, ahead of our plans to do so by year-end 2020.
External Recognitions – We were recognized by Institutional Investor in its 2020 All-America Executive Team rankings as #1 in the Best Insurance CEO category both on an Overall and Sell-Side basis and #2 by the Buy-Side. We were ranked #1 Overall Best Insurance CEO in Midcap and Small Cap Rankings as well.
Evolving our Company – We announced on January 4, 2021 that we had completed the sale of all of our Individual Life and other legacy non-retirement annuities businesses. This transaction accelerated deployable capital from our Individual Life business and further reduced the Company’s exposure to interest rate, credit and adverse mortality risks. The transaction completes a restructuring effort to exit capital-intensive retail businesses and begins a new chapter in the Company’s future. Our simpler business mix will allow us to fully focus on serving the workplace and institutional clients.
Commitment to Culture – We continued to foster a culture of diversity, equity and inclusion, for which the Company was recognized externally, including being named: one the World’s Most Ethical Companies; America’s Best Employers for Diversity by Forbes; Bloomberg’s Gender-Equality Index; Best Places to Work by Pensions & Investments; Best Places to Work for LGBTQ Equality, earning a perfect score on the Corporate Equality Index; and a Best Place to Work for Disability Inclusion on the Disability Equality Index, administered by Disability:IN and the American Association of People with Disabilities (AAPD). In addition, we have been recognized for our commitment to ESG matters, including being ranked No. 5 on Barron’s 2021 “100 Most Sustainable Companies” List and being included on the Dow Jones Sustainability Index.
Under Mr. Smith’sMs. Lavallee’s leadership, the Company accomplished the following: Completed a large number of strategic initiatives within Finance resulting in annual run rate savings of $39 million which exceeded target of $37 million.
Led the successful close and transition of the Individual Life and other legacy non-retirement annuities businesses to Resolution Life, which was effectuated on January 4, 2021.
Launched Finance Revitalization, which includes new financial systems, tools and data structures to provide Voya with enhanced Expense Management, Forecasting and Reporting capabilities.
Recognized externally as Best CFO by Institutional Investor in its 2021 All-America Executive Team rankings for Insurance.| ▪ | Led Strong Performance Across Our Business: |
| ▪ | Wealth Solutions: Achieved strong retention, recurring deposit, and net flow results, especially in Full Service (“FS”), where margins are higher and where the business is focused on growth. Total FS retention (assets) of 98.0% is 1.3% higher than the prior 5-year average – while net flows of $2.9B were 39% ahead of target and $2.3B higher than 2021. |
| ▪ | Health Solutions: Record year in adjusted operating earnings with our 11th consecutive year of sales growth. Health Solutions met its Investor Day loss ratio and in-force premium growth targets. Higher mortality in group life due to COVID-19 was offset by better-than-target results in Supplemental Health. 2022 Total Sales were 101% of target and total revenue was 111% of target. |
| ▪ | Voya Investment Management: Despite heavy macro pressures, Investment Management's distribution remained strong, with over $40 billion in total sales across channels and strategies — contributing to the $1.1 billion of positive total net flow for the year. |
| ▪ | Aligned on a dual-track health and wealth strategy focused on continuing to build out our guidance and engagement tools and solutions across health and wealth (i.e., MyVoyage) while strategically pursuing and executing the acquisition of a benefits administration firm (Benefitfocus) to accelerate Voya’s workplace strategy. |
| ▪ | Successfully executed on Voya’s leadership succession plan to assume responsibility as Voya’s new CEO and establish management team heading into 2023. |
| ▪ | Following appointment to President and CEO-Elect, focused on maintaining business momentum and retention of key leadership talent; successful integration of Allianz GI; and advancing several enterprise-wide initiatives. |
| ▪ | Focused on evolving Voya’s culture and talent – led recruitment of new Chief Legal Officer and Chief Financial Officer. Aligned leadership of the Health Solutions and Wealth Solutions businesses under one leader to foster advancement and strong coordination of our workplace strategy. Partnered with the Executive Committee (EC) and select Enterprise Leadership Team members on the development of Voya’s new vision statement. |
| ▪ | Successfully oversaw the refinement of Voya’s business strategy, the continued activation of its purpose, and the development of a refreshed, forward-looking vision that is aligned with Voya’s growth strategy. |
| ▪ | Development and execution of Voya’s new Vision supporting our Purpose, “Clearing your path to financial confidence and a more fulfilling life.” |
Under Ms. Hurtsellers’Hurtsellers' leadership, the Company accomplished the following: Generated approximately $8.4 billion of Institutional net flows.| ▪ | Despite macroeconomic pressures, maintained strong Investment Management distribution with over $40 billion in total sales across channels and strategies — contributing to the $1.1 billion positive total net flow for the year. |
Achieved record results in an unprecedented year in asset management. IM continued to grow external client AUM, hitting another new high-water mark for record gross and net sales across distribution teams. Overall, the Distribution team outperformed target gross sales by 145%, outperformed the net sales targets by 213%, and outperformed target gross new revenues by 104%.
Executed the creation and launch of a new Voya Investment Management advertising campaign and rebrand – Investment Management with you in Mind – across print, digital and social media.
Successfully completed the acquisition and integration of G Squared capital management which will modernize equity platform.
For the 6th consecutive year, Pensions & Investments Magazine named IM to its “Best Places to Work in Money Management.”
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| ▪ | Successfully closed the acquisition of Allianz Global Investors US business (~$90bn AUM) and the smaller acquisition of Czech Asset Management (~$5bn committed capital since inception). |
| ▪ | Aligned Private and Alternatives investment teams to optimize investment and client outcomes while further investing and modernizing the equity platform, resulting in solid returns relative to the market. |
| ▪ | Advanced toward becoming an ESG Investment leader by improving technology and enhancing related processes, including creating Voya IM's Responsible Investment Policy and ESG corporate scorecards. |
| ▪ | For the 8th consecutive year, Pensions & Investments Magazine named Voya IM to its “Best Places to Work in Money Management”. |
Under Mr. Nelson’sNelson's leadership, the Company accomplished the following: In Retirement, total Sales (including non-first year deposits) were $67 billion for 2020. Back-to-back years of over $50 billion across all Retirement defined contribution markets, and up 9.8% from $61 billion achieved in 2019.
In Employee Benefits, exceeded earnings targets; implemented a “best in class” Leave Management offering targeting upmarket Life and Disability package cases; significantly increased activity in Health Savings and Spending Accounts; advanced benefits administration focus with adding Alight, Benefit Express, and TBX as new partnerships in 2020.
Developed Just Right Advantage program to increase retirement readiness for businesses owned by minorities, women, veterans, and members of the disability and LGBTQ communities, and the nonprofits that serve them.
Successfully complied with two new retirement related laws: the SECURE Act and the CARES Act.
Operationally successfully transitioned all offshore functions from Tata Consultancy Services and Cognizant to India-based joint venture VFI SLK.
Under Ms. Parent’s leadership, the Company accomplished the following:
Delivered an externally communicated expense reduction target of $250 million, with an internal target of $300 million making a material contribution to earnings.
Delivered approximately $11 million in run-rate savings to Voya through the Company’s India-based joint venture. The joint venture grew to more than 800 employees and the operation helped Voya deliver better experiences at lower costs through process improvements and automation
Led multiple programs to re-platform the majority of customer facing websites onto a new design standard and state-of-the-art cloud platform (from a 24-year-old complex, fragile legacy platform); while at the same time standing up a new customer experience (CX) practice across channels including web, call center, distribution, account mgmt., etc.; and continuing to deliver on the innovation agenda
Collaborated with Finance partners to complete Finance Revitalization program, which includes new financial systems, tools and data structures to provide Voya with enhanced Expense Management, Forecasting and Reporting capabilities.
| ▪ | The Growth Office saw strong momentum in its distribution strategy, which reflected the benefits of shifting to a mirrored organizational structure across Wealth Solutions and Health Solutions in late 2021. Demonstrated progress in landing new customers and distribution partners, expanded employer adoption of additional Voya solutions, and deepened employee utilization of our solutions. |
| ▪ | Experienced strong net growth in adding nearly 1,100 customers since Investor Day, representing a 2.9% increase, driven by favorable plan retention and a 1.1% increase in active Wealth Full-Service intermediaries. |
| ▪ | Supported “expand” efforts by driving Go to Market strategy and messaging creation for Workplace Benefits and Savings, in-market execution of the “Future of Benefits is Here” advertising campaign, and comprehensive material development for the Workplace story and associated offerings, such as the integrated workplace solutions offering and the myVoyage engagement solution. |
| ▪ | Stood up an enterprise Customer Experience (CX) COE to establish foundational elements in support of Voya's enterprise go-forward CX Strategy, supplementing “deepen” efforts by defining our CX vision and identifying opportunities to “close the loop” on customer satisfaction feedback through a more consistent approach to Voice of the Customer. |
| ▪ | Created Voya's first-ever Sales Enablement & Support Package, an unprecedented offering in the industry in terms of its content and transparency. This highly customized package equips partners with important information to share with their sales and distribution teams with the aim of providing A) updated information on our organization, business leaders, and sales teams and B) insight on how each firm is partnering with Voya now and how we can work together to potentially improve our partnership going forward. |
Following this assessment, the Compensation, Benefits and BenefitsTalent Management Committee considered the total 20202022 compensation package being proposed for each NEO. Based on this review, the Compensation and Benefits Committee adjusted the annual cash incentive award payable to each NEO to between 106%95% and 115%120% of the preliminary payout determined pursuant to Step 3, above. Voya 2023 Proxy Statement | | | 51 |
TABLE OF CONTENTS Annual Cash Incentive Compensation Outcomes The following table presents, for each NEO, the results of the foregoing annual cash incentive award determination, the target annual cash incentive compensation for 20212022 and the amount of the award paid in the form of cash in March 2021.2023. Mr. Martin | | | $2,700,000 | | | $2,592,000 | | | $3,000,000 | | | 111% | Mr. Smith | | | $1,120,000 | | | $1,075,200 | | | $1,290,240 | | | 115% | Ms. Hurtsellers | | | $1,800,000 | | | $1,728,000 | | | $1,900,800 | | | 106% | Mr. Nelson | | | $1,095,000 | | | $1,051,200 | | | $1,156,320 | | | 106% | Ms. Parent | | | $1,085,000 | | | $1,041,600 | | | $1,145,760 | | | 106% |
Mr. Martin | | | $2,700,000 | | | $2,565,000 | | | $2,800,000 | | | 104% | Mr. Smith(1) | | | $1,223,600 | | | $1,162,420 | | | $1,162,420 | | | 95% | Mr. Templin(2) | | | $210,400 | | | $199,880 | | | $199,880 | | | 95% | Ms. Lavallee | | | $1,878,750 | | | $1,784,813 | | | $2,141,775 | | | 114% | Ms. Hurtsellers | | | $1,875,000 | | | $1,781,250 | | | $1,603,125 | | | 86% | Mr. Nelson | | | $1,314,000 | | | $1,248,300 | | | $1,248,300 | | | 95% |
(1)
| Annual incentive for Mr. Smith is prorated based on his November 2022 departure date. |
(2)
| Annual incentive for Mr. Templin is prorated for a November 2022 start date, per the terms of his offer of employment. |
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Long-Term Equity-Based Incentive Compensation Equity compensation is an important element of executive compensation, because it aligns executive pay with the performance of our stock, and in turn the interests of our shareholders. The size of each award is generally based on each NEO’s individual performance during the year preceding the grant date. We have historically made grants of equity-based awards in February, in respect of prior-year individual performance. Equity Grants madeMade in 20202022 for 2019 performance The NEOs’ long-term equity awards granted in 2020 were considered for adjustment, either upwards or downwards, from targets, based on an assessment of individual performance during 2019 plus other factors such as executive potential and expertise. The target long-term equity incentive amounts were considered as one element of our NEOs’ overall total direct compensation opportunity, and, based in part on this review, total direct compensation opportunities were set with reference to median total target compensation as reflected in the comparative data. For equity awards granted in respect of 2019 performance, we made grants on February 20, 2020. Based on the evaluations set forth above, Mr. Martin received $8.86 million, Mr. Smith received $2.8 million, Ms. Hurtsellers received $2.52 million, Mr. Nelson received $2.628 million and Ms. Parent received $1.376 million in long-term equity awards in 2020.
Although these amounts were granted in respect of 2019 performance, because of the rules of the Securities and Exchange Commission (the “SEC”) governing the presentation of executive compensation in proxy statements, such amounts appear in the “—Summary Compensation Table” and other tables below under “—Compensation of Named Executive Officers” as compensation for 2020, because such awards were granted during 2020. Our equity-based awards granted under the Omnibus Plan are calculated and communicated to our NEOs based on various internal factors and qualifications, and are similar to award measurements used by companies that compete with us for executive talent. These internally communicated amounts do not necessarily reflect the “grant date fair value” of these awards (computed in accordance with FASB ASC Topic 718) which are required to be included in the “—Summary Compensation Table” below.
Grants made in 2021 for 2020 performancePerformance
For each of our NEOs (other than the CEO), target long-term equity awards with respect to 20202021 performance were set or reviewed by the Compensation, Benefits and BenefitsTalent Management Committee during 2020,2021, with reference to the survey and competitive data described above. The target long-term equity incentive amounts were considered as one element of our NEOs’ overall total direct compensation opportunity, and, based in part on this review, total direct compensation opportunities were set with reference to median total target compensation as reflected in the comparative data. For equity awards granted in respect of 20202021 performance, we made grants on February 20, 2021.22, 2022. Long-term equity incentive awards to our NEOs were made on the basis of an evaluation of individual performance and other qualifications during 2020,2021, which evaluations are described above under “Step 3” of the Annual Cash Incentive Compensation determination process. Based on the evaluations set forth above, Mr. Martin received $10.3$10.57 million, Mr. Smith received $3.438$3.107 million, Ms. Hurtsellers received $2.52$2.58 million, and Mr. Nelson received $3.128$2.706 million and Ms. Lavallee received $1.3 million in long-term equity awards in 2021. 2022. Although these amounts were granted in respect of 20202021 performance, because of the SEC rules governing the presentation of executive compensation in proxy statements, such amounts do not appear in the table titled “—Summary Compensation Table” and other tables below under “—Executive Compensation Tables and Narratives” as compensation for 2020,2021, because such awards were granted during 2021.2022. Equity Grants Made in 2023 for 2022 Performance For each of our NEOs (other than the CEO), target long-term equity awards with respect to 2022 performance were set or reviewed by the Compensation, Benefits and Talent Management Committee during 2022, with reference to the survey and competitive data described above. The target long-term equity incentive amounts were considered as one element of our NEOs’ overall total direct compensation opportunity, and, based in part on this review, total direct compensation opportunities were set with reference to median total target compensation as reflected in the comparative data. For equity awards granted in respect of 2022 performance, we made grants on February 22, 2023. Long-term equity incentive awards to our NEOs were made on the basis of an evaluation of individual performance and other qualifications during 2022, which evaluations are described above under “Step 3” of the Annual Cash Incentive Compensation determination process. Based on the evaluations set forth above, Mr. Martin received $9.99 million, Ms. Lavallee received $5.76 million, Mr. Templin received $3.0 million, and Ms. Hurtsellers received $2.58 million in long-term equity awards in 2023. Mr. Nelson did not receive a 2023 LTI award as he is departing the Company in second quarter 2023. Although these amounts were granted in respect of 2022 performance, because of the SEC rules governing the presentation of executive compensation in proxy statements, such amounts do not appear in the table titled “—Summary Compensation Table” and other tables below under “—Executive Compensation Tables and Narratives” as compensation for 2022, because such awards were granted during 2023. -38-Voya 2023 Proxy Statement | | | 52 |
TABLE OF CONTENTS Payout for previously granted performance stock unitsPreviously Granted PSUsThe table below shows the 20202022 performance result and the payout for the PSUs granted in 2018.2020. Measure
($ in million) | | Weight | | Minimum
Performance
for
Payment | | Performance
for Target
Payout | | Performance
for
Maximum
Payout | | Actual
Performance,
as Reported | | Payout as
Percentage
of Target | | Weight | | Minimum
Performance
for Payment | | Performance
for Target
Payout | | Performance
for Maximum
Payout | | Actual
Performance,
as Reported | | Payout as
Percentage
of Target | Adjusted Operating Return on Equity | | 25% | | 9.3% | | 10.4% | | 11.4% | | 12.3% | | 150% | | 20% | | 13.6% | | 15.1% | | 16.6% | | 17.2% | | 150% | Adjusted Operating Earnings Per Share | | 25% | | 4.11 | | 4.56 | | 5.02 | | 5.05 | | 150% | | 30% | | 6.08 | | 6.75 | | 7.43 | | 7.53 | | 150% | Total Shareholder Return | | 50% | | 25th percentile | | Median | | 75th percentile | | 79th percentile | | 150% | | 50% | | 25th percentile | | Median | | 75th percentile | | 25th percentile | | 25% | Total | | 100% | | | | | | | | | | 150% | | 100% | | | | | | | | | | 87.5% |
Adjusted Operating Return on Equity and Adjusted Operating EPS are non-GAAP financial measure. See Exhibit A-Non-GAAPA — Non-GAAP Financial Measures. Other Compensation Practices and Considerations Health and Insurance Plans Our NEOs are currently eligible to participate in Company-sponsored benefit programs, offered on the same terms and conditions as those made generally available to all full-time and part-time employees. Health, life insurance, disability benefits and similar programs are provided to give employees access to healthcare and income protection for themselves and their family members. The NEOs also have access to a supplemental long- termlong-term disability programs, facilitated by the Company, generally available to a broad group of highly paid Company employees on an elective basis. The cost of participating in the supplemental disability program is borne entirely by each NEO. Tax-qualifiedTax-Qualified and Non-qualifiedNon-Qualified Retirement and Other Deferred Compensation Plans
Our NEOs generally are eligible for the same retirement benefits as full-time and part-time employees under the Company’s broad-based, tax-qualified retirement plans. As described further in the narrative description preceding the table entitled “—Pension Benefits in 2020”2022”, below, the Company sponsors the Voya Retirement Plan (the “Retirement Plan”)(Retirement Plan), a tax-qualified, noncontributory, cash balancecash-balance formula, defined benefit pension plan for eligible employees. The Company also sponsors the Voya 401(k) Savings Plan (the “401(k) Plan”)(401(k) Plan), a tax-qualified defined contribution plan. Under the 401(k) Plan, the Company will match 100% of a participant’s contribution up to 6% of eligible compensation. In addition to the tax-qualified retirement benefits described above, the Company also maintains the Voya Supplemental Executive Retirement Plan (the “SERP”)(SERP) and the Voya 409A Deferred Compensation Savings Plan (the “DCSP”)(DCSP). The SERP and the DCSP permit our NEOs and certain other employees whose participation in our tax-qualified plans is limited due to compensation and contribution limits imposed under the Internal Revenue Code (the “Code”),(Code) to receive the benefits on a non-qualified basis that they otherwise would have been eligible to receive under the Retirement Plan and the 401(k) Plan if it were not for the Code’s compensation and contribution limits. For purposes of determining benefits under the SERP and the DCSP, eligible compensation is limited to three times the Code compensation limit, which was $285,000$305,000 for 2020.2022. See the narrative description preceding the table entitled “—Pension Benefits in 2020”2022” for more detail of the Retirement Plan and the SERP. See the narrative description preceding the table entitled “—Non-qualified“Non-Qualified Deferred Compensation Plans Table for 2020”2022” for more detail of the DCSP. TABLE OF CONTENTS
Perquisites and Other Benefits During 2020,2022, we provided the NEOs with Company-selected independent advisors to assist them with financial planning and tax issues. In addition, certain of our NEOs have personal use of a company car and driver (principally for commuting purposes), and in certain cases the Company provided travel-related perquisites, including for spousal travel. Further, following a review of peer company and market practices in 2020, the Compensation, Benefits and BenefitsTalent Management Committee approved limited personal use of corporate aircraft by our CEOMr. Martin in order to minimize his personal travel time and to work more productively on confidential and sensitive matters while traveling for time-sensitive personal matters. The CEO’sMr. Martin use of corporate aircraft for personal travel ishas been subject to an annual limit of $175,000$200,000 in aggregate incremental costs to the Company. For the calendar year 2021, the CEO’s annual limit increased to $200,000 due to COVID-19 related safety concerns. We impute as income the cost of these perquisites and other benefits. See “—All Other Compensation Table for 2020”2022”, below, for additional information concerning perquisites. Voya 2023 Proxy Statement | | | 53 |
TABLE OF CONTENTS Dividend Equivalent Rights Equity-based awards granted to our employees, including to our NEOs, include dividend equivalent rights. These rights provide for the cash payment, in respect of each RSU granted in respect of deferred annual cash incentive awards and long-term equity incentive awards, of an amount equivalent to the dividends paid on our common stock during the period between the grant date and the vesting date of the award. The amount is paid, without interest, only upon vesting of the award. RELATIONSHIP OF COMPENSATION POLICIES AND PRACTICES TO RISK MANAGEMENT The Company adheres to compensation policies and practices that are designed to support a strong risk management culture. In particular, in 2015, the Compensation, Benefits and BenefitsTalent Management Committee approved a new Human Resources Risk Policy, which outlines the roles and responsibilities of the Compensation and Benefits Committee and management to monitor compensation and benefit risks as well as key talent risks. The Policy is based on the following principles: | ▪ | Align compensation programs and decisions with shareholder interests; |
| ▪ | Attract, retain and motivate executive talent to lead the Company to success; |
| ▪ | Establish an appropriate approach to governance that reflects the needs of all stakeholders and includes the Company’s right to claw back compensation in certain circumstances; |
| ▪ | Support a business culture based on the highest ethical standards; and |
| ▪ | Manage risk taking by executives by encouraging prudent decision-making. |
Align compensation programs and decisions with shareholder interests;
Attract, retain and motivate executive talent to lead the Company to success;
Establish an appropriate approach to governance that reflects the needs of all stakeholders and includes the Company’s right to clawback compensation in certain circumstances;
Support a business culture based on the highest ethical standards; and
Manage risk taking by executives by encouraging prudent decision making.
We haveThe Committee has reviewed the Company’s compensation programs, policies and practices for employees to ensure that, in design and operation and taking into account all of the risk management processes in place, they do not encourage excessive risk taking.risk-taking. In particular, the following features of our compensation program guard against excessive risk-taking:
| ▪ | Determination of incentive awards based on a variety of performance metrics, thus diversifying the risk associated with any single indicator of performance; |
| ▪ | Long-term compensation awards and vesting periods that encourage a focus on sustained, long-term results; |
| ▪ | A mix of fixed and variable, annual and long-term, and cash and equity compensation designed to encourage actions that are in our long-term best interest; |
| ▪ | Maximum discretionary incentive opportunities are capped and remained unchanged from 2021 to 2022; and |
| ▪ | Our equity plans do not allow re-pricing of stock options and require double trigger vesting for awards upon a change in control. |
Determination of incentive awards based on a variety of performance metrics, thus diversifying the risk associated with any single indicator of performance;
Long-term compensation awards and vesting periods that encourage a focus on sustained, long-term results;
A mix of fixed and variable, annual and long-term, and cash and equity compensation designed to encourage actions that are in our long-term best interest;
Maximum discretionary incentive opportunities are capped and remained unchanged from 2019 to 2020; and
Our equity plans do not allow re-pricing of stock options and require double trigger vesting for awards upon a change in control.
We haveThe Committee has determined that these programs, policies and practices are not reasonably likely to have a material adverse effect on the Company.
Hedging, Speculative Trading and Pledging of Securities Our personal trading policy prohibits our directors, executive officers and employees from engaging in any short sales of our common stock. In addition, such persons are prohibited under our personal trading policy from entering into hedging or other transactions involving options (including exchange-traded options), put calls, forward contracts or other derivatives involving our securities (excluding stock awards granted under our annual or long-term incentive plans). -40-Voya 2023 Proxy Statement | | | 54 |
TABLE OF CONTENTS EXECUTIVE COMPENSATION TABLES AND NARRATIVES Summary Compensation Table The following table presents the cash and other compensation for our NEOs for 2020, 20192022, 2021 and 2018.2020. Summary Compensation Table for 2023 Proxy Rodney O. Martin, Jr.,
Chairman and CEO | | | 2020 | | | $1,200,000 | | | $— | | | $9,106,533 | | | $— | | | $3,000,000 | | | $40,936 | | | $249,539 | | | $13,597,008 | | | | 2019 | | | $1,000,000 | | | $— | | | $8,141,671 | | | $— | �� | | $3,140,000 | | | $41,986 | | | $230,634 | | | $12,554,291 | | | | 2018 | | | $1,000,000 | | | $— | | | $7,072,591 | | | $— | | | $3,140,000 | | | $39,581 | | | $85,739 | | | $11,337,911 | Michael S. Smith,
Vice Chairman and Chief Financial Officer | | | 2020 | | | $640,000 | | | $— | | | $2,877,880 | | | $— | | | $1,290,240 | | | $57,605 | | | $69,692 | | | $4,935,417 | | | | 2019 | | | $637,500 | | | $— | | | $1,905,932 | | | $980,778 | | | $1,512,000 | | | $55,012 | | | $68,770 | | | $5,159,992 | | | | 2018 | | | $625,000 | | | $— | | | $2,239,635 | | | $— | | | $1,375,000 | | | $25,523 | | | $67,360 | | | $4,332,518 | Christine Hurtsellers, CEO Investment Management | | | 2020 | | | $600,000 | | | $— | | | $2,590,085 | | | $— | | | $1,900,800 | | | $264,925 | | | $58,592 | | | $5,414,402 | | | | 2019 | | | $600,000 | | | $— | | | $2,299,546 | | | $980,778 | | | $2,138,400 | | | $331,801 | | | $68,770 | | | $6,419,295 | | | | 2018 | | | $600,000 | | | $— | | | $2,357,513 | | | $— | | | $2,625,000 | | | $— | | | $67,360 | | | $5,649,873 | Charles P. Nelson,
Vice Chairman
Chief Growth Officer | | | 2020 | | | $730,000 | | | $— | | | $2,701,108 | | | $— | | | $1,156,320 | | | $44,688 | | | $70,388 | | | $4,702,504 | | | | 2019 | | | $725,000 | | | $— | | | $1,864,472 | | | $980,778 | | | $1,300,860 | | | $42,626 | | | $87,660 | | | $5,001,396 | | | | 2018 | | | $700,000 | | | $233,334 | | | $2,292,021 | | | $— | | | $1,375,000 | | | $30,413 | | | $73,591 | | | $4,704,359 | Margaret M. Parent,
Former EVP & CAO | | | 2020(3) | | | $620,000 | | | $— | | | $1,414,613 | | | $— | | | $1,145,760 | | | $42,170 | | | $51,300 | | | $3,273,843 | | | | 2019 | | | $616,667 | | | $— | | | $978,790 | | | $980,778 | | | $1,406,160 | | | $39,049 | | | $50,400 | | | $4,071,843 |
Rodney O. Martin, Jr.,
Chairman and Chief
Executive Officer | | | 2022 | | | $1,200,000 | | | $0 | | | $10,314,325 | | | $0 | | | $2,800,000 | | | $44,291 | | | $318,267 | | | $14,676,883 | | | 2021 | | | $1,200,000 | | | $0 | | | $9,935,115 | | | $0 | | | $4,580,000 | | | $39,673 | | | $275,317 | | | $16,030,105 | | | 2020 | | | $1,200,000 | | | $0 | | | $9,106,533 | | | $0 | | | $3,000,000 | | | $40,936 | | | $249,539 | | | $13,597,008 | Don Templin,
EVP, Chief Financial Officer(5) | | | 2022 | | | $106,061 | | | $0 | | | $0 | | | $0 | | | $199,880 | | | $3,712 | | | $4,000 | | | $313,653 | Heather Lavallee, President & CEO-Elect(5) | | | 2022 | | | $662,424 | | | $0 | | | $5,516,796 | | | $0 | | | $2,141,775 | | | $0 | | | $70,104 | | | $8,391,099 | | | 2021 | | | $496,667 | | | $0 | | | $1,292,464 | | | $0 | | | $1,885,000 | | | $0 | | | $67,404 | | | $3,741,534 | Christine Hurtsellers,
CEO, Investment
Management | | | 2022 | | | $625,000 | | | $0 | | | $3,384,255 | | | $0 | | | $1,603,125 | | | $0 | | | $139,535 | | | $5,751,915 | | | 2021 | | | $620,833 | | | $0 | | | $2,430,676 | | | $0 | | | $2,718,750 | | | $0 | | | $59,192 | | | $5,829,452 | | | 2020 | | | $600,000 | | | $0 | | | $2,590,085 | | | $0 | | | $1,900,800 | | | $264,925 | | | $58,592 | | | $5,414,402 | Charles P. Nelson,
Vice Chairman, Chief
Growth Officer | | | 2022 | | | $730,000 | | | $0 | | | $3,509,033 | | | $0 | | | $1,248,300 | | | $23,993 | | | $77,645 | | | $5,588,971 | | | 2021 | | | $730,000 | | | $0 | | | $3,017,065 | | | $0 | | | $1,905,300 | | | $34,731 | | | $70,592 | | | $5,757,689 | | | 2020 | | | $730,000 | | | $0 | | | $2,701,108 | | | $0 | | | $1,156,320 | | | $44,688 | | | $70,388 | | | $4,702,504 | Former Executive Officer | Michael S. Smith,
Vice Chairman,
Chief Financial
Officer (6) | | | 2022 | | | $612,500 | | | $0 | | | $3,900,437 | | | $0 | | | $1,162,420 | | | $0 | | | $70,993 | | | $5,746,350 | | | 2021 | | | $690,000 | | | $0 | | | $3,316,171 | | | $0 | | | $2,233,000 | | | $31,537 | | | $70,592 | | | $6,341,300 | | | 2020 | | | $640,000 | | | $0 | | | $2,877,880 | | | $0 | | | $1,290,240 | | | $57,605 | | | $69,692 | | | $4,935,417 |
(1)
| Amounts in this column represent salary that was actually paid to each NEO during the listed calendar year. Mr. Martin's 20202022 salary is based on his annual base salary from January 1, 20202021 to December 31, 2020.2021. Mr. Smith's 2019Templin's 2022 salary is based on his annualized baseactual salary of $625,000paid from January 1, 2019 to February 28, 2019 and an annualized base salary of $640,000 from March 1, 2019November 14, 2022, his hire date, to December 31, 2019. Mr. Nelson's 2019 salary is based on his annualized base salary of $700,000 from January 1, 2019 through February 28, 2019 and an annualized base salary of $730,000 from March 1, 2019 through December 31, 2019.2022. Ms. Parent's 2018Lavallee's 2022 salary is based on her annualized base salary of $575,000$500,000 from January 1, 20182022 through February 28, 2018July 6, 2022 and an annualized base salary of $600,000$835,000 from July 7, 2022 through December 31, 2022. Ms. Lavallee's 2021 salary is based on her annualized base salary of $480,000 from January 1, 2021 through February 28, 2021 and an annualized base salary of $500,000 from March 1, 20182021 through December 31, 2018.2021. Ms. Parent's 2019Hurtsellers' 2021 salary is based on her annualized base salary of $600,000 from January 1, 20192021 through February 28, 20192021 and an annualized base salary of $620,000$625,000 from March 1, 20192021 through December 31, 2019.2021. Mr. Smith's 2021 salary is based on his annualized base salary of $640,000 from January 1, 2021 to February 28, 2021 and an annualized base salary of $700,000 from March 1, 2021 to December 31, 2021. Mr. Smith's 2022 salary is based on his actual salary paid from January 1, 2022 to November 15, 2022, his date of termination. |
(2)
| The amount in this column for Mr. Nelson in 2018 reflects 1/3 of a $700,000 deferred cash award in connection with his offer of employment. |
(3)
| Ms. Parent left Voya effective as of January 31, 2021. |
(4)
| Amounts in this column include the grant date fair value calculated in accordance with FASB ASC Topic 718 for 2018, 20192020, 2021 and 20202022 time-based and performance-based awards (at target) granted to the NEOs, in the case of 2018 & 2019 under the 2014 Omnibus Plan2020, 2021 and 2020 awards2022 under the 2019 Omnibus Plan, and in each case in respect of prior year performance. Maximum payout (150% of target) for PSUs would result in the following grant date fair values: |
NEO | | 2020 PSUs | | 2019 PSUs | | 2018 PSUs | | 2022 PSUs | | 2021 PSUs | | 2020 PSUs | Mr. Martin | | $7,679,362 | | $6,907,051 | | $6,052,691 | | $7,197,178 | | $6,804,967 | | $6,435,909 | Mr. Smith | | $2,426,830 | | $1,616,903 | | $1,916,677 | | Mr. Templin | | | — | | — | | — | Ms. Lavallee | | | $4,133,484 | | $885,257 | | — | Ms. Hurtsellers | | $2,184,153 | | $1,950,821 | | $2,017,564 | | $2,323,945 | | $1,664,886 | | $1,830,510 | Mr. Nelson | | $2,277,809 | | $1,581,730 | | $1,961,533 | | $2,411,033 | | $2,066,537 | | $1,908,975 | Ms. Parent | | $1,192,908 | | $830,377 | | — | | | | | | | | | | Former Executive Officer | | | | | | | | Mr. Smith | | | $2,684,141 | | $2,271,393 | | $2,033,866 |
For a discussion of the valuation methodology for the PSUs, see Footnote 1 to the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.2022. (5)
| Amounts in this column represent stock options granted in 2019 subject to performance conditions and a waiting period before such options are exercisable. As of December 31, 2020, the performance conditions with respect to such options have been satisfied. On half of such options vested and became exercisable as of April 22, 2020. The remaining half of such options vested as of July 31, 2020 and will become exercisable as of July 31, 2021. |
(6)
(3)
| Amounts in this column represent the net changes in actuarial present value under the Retirement Plan and the SERP. For Ms. Lavallee and Ms. Hurtsellers, Present Value of Accumulated Benefits decreased by $293,741 & $428,367 respectively, primarily due to the change in the discount rate. |
(7)
(4)
| All amounts in this column for 20202022 are described in more detail in the table below entitled “—All Other Compensation Table for 2020”2022”. |
(5)
| As of July 7, 2022, Ms. Lavallee was promoted to President and CEO - Elect. As of November 14, 2022, Mr. Templin was hired as EVP, Chief Financial Officer. |
(6)
| Mr. Smith departed Voya effective as of November 15, 2022. |
-41-Voya 2023 Proxy Statement | | | 55 |
TABLE OF CONTENTS All Other Compensation The table below presents the breakdown of the All Other Compensation column: All Other Compensation Table for 20202022 Rodney O. Martin, Jr. | | | $15,500 | | | $34,200 | | | $18,392 | | | $ — | | | $181,477 | | | $249,539 | Michael S. Smith | | | $17,100 | | | $34,200 | | | $18,392 | | | $— | | | $— | | | $69,692 | Christine Hurtsellers | | | $6,000 | | | $34,200 | | | $18,392 | | | $— | | | $— | | | $58,592 | Charles P. Nelson | | | $17,067 | | | $34,200 | | | $18,392 | | | $— | | | $729 | | | $70,388 | Margaret M. Parent | | | $17,100 | | | $34,200 | | | $— | | | $— | | | $— | | | $51,300 |
Rodney O. Martin, Jr. | | | $16,500 | | | $36,600 | | | $18,392 | | | $0 | | | $246,775 | | | $318,267 | Donald Templin | | | $4,000 | | | $0 | | | $0 | | | $0 | | | $0 | | | $4,000 | Heather Lavallee | | | $18,300 | | | $36,600 | | | $15,204 | | | $0 | | | $0 | | | $70,104 | Christine Hurtsellers | | | $6,250 | | | $36,600 | | | $18,392 | | | $0 | | | $78,293 | | | $139,535 | Charles Nelson | | | $18,300 | | | $36,600 | | | $18,392 | | | $0 | | | $4,353 | | | $77,645 |
Michael S. Smith | | | $18,300 | | | $36,600 | | | $16,093 | | | $0 | | | $0 | | | $ 70,993 |
(1)
| See the narrative under “—Tax-qualified and Non-qualified Retirement and Other Deferred Compensation Plans” for a description of the material terms of the 401(k) Plan. |
(2)
| See the narrative under “—Tax-qualified and Non-qualified Retirement and Other Deferred Compensation Plans” for a description of the material terms of the DCSP. |
(3)
| Amounts in this column represent the amounts actually paid by the Company, on behalf of each NEO, to the Company-selected financial advisor in 2020.2022. |
(4)
| Amounts in this column for Mr. Martin and Mr. Nelson representrepresents the aggregate incremental cost to the Company associated with travel perquisites, including for spousal travel. Amount reported for Mr. Martin includes costs related to personal usage of private aircraft ($163,655)182,796), calculated based on the cost-per-flight-hour chargedcosts provided by the applicable charter company. Amount reported for Mr. Martin also includes costs related to personal use of a company car and driver ($22,639), calculated based on an allocation of the total cost associated with the car and driver between business and personal usage, based on total miles driven. Amounts in this column for Ms. Hurtsellers is equal to the in-service distributions she received from Voya’s Deferred Compensation Savings Plan in 2022. |
-42-Voya 2023 Proxy Statement | | | 56 |
TABLE OF CONTENTS Grants of Plan-Based Awards The table below presents individual grants of awards made to each NEO during 20202022 under the 2019 Omnibus Plan and Annual Cash Incentive Plan. Grants of Plan-Based Awards Table for 20202022 Rodney O. Martin, Jr. | | | Long-Term Incentive RSUs | | | 2/20/2020 | | | | | | | | | | | | | | | | | | | | | 62,668 | | | | | | | | | $3,986,938 | | | | Long-Term Incentive PSUs | | | 2/20/2020 | | | | | | | | | | | | 31,035 | | | 82,761 | | | 124,141 | | | | | | | | | | | | $5,119,595 | | | | Annual Incentive | | | | | | | | | $2,700,000 | | | 5,400,000 | | | | | | | | | | | | | | | | | | | | | | Michael S. Smith | | | Long-Term | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incentive RSUs | | | 2/20/2020 | | | | | | | | | | | | | | | | | | | | | 19,805 | | | | | | | | | $1,259,994 | | | | Long-Term | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incentive PSUs | | | 2/20/2020 | | | | | | | | | | | | 9,807 | | | 26,154 | | | 39,231 | | | | | | | | | | | | $1,617,886 | | | | Annual Incentive | | | | | | | | | 1,120,000 | | | 2,240,000 | | | | | | | | | | | | | | | | | | | | | | Christine Hurtsellers | | | Long-Term | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incentive RSUs | | | 2/20/2020 | | | | | | | | | | | | | | | | | | | | | 17,824 | | | | | | | | | $1,133,963 | | | | Long-Term | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incentive PSUs | | | 2/20/2020 | | | | | | | | | | | | 8,827 | | | 23,539 | | | 35,308 | | | | | | | | | | | | $1,456,123 | | | | Annual Incentive | | | | | | | | | 1,800,000 | | | 3,600,000 | | | | | | | | | | | | | | | | | | | | | | Charles P. Nelson | | | Long-Term Incentive RSUs | | | 2/20/2020 | | | | | | | | | | | | | | | | | | | | | 18,588 | | | | | | | | | $1,182,569 | | | | Long-Term | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incentive PSUs | | | 2/20/2020 | | | | | | | | | | | | 9,205 | | | 24,548 | | | 36,822 | | | | | | | | | | | | $1,518,539 | | | | Annual Incentive | | | | | | | | | 1,095,000 | | | 2,190,000 | | | | | | | | | | | | | | | | | | | | | | Margaret M. Parent | | | Long-Term Incentive RSUs | | | 2/20/2020 | | | | | | | | | | | | | | | | | | | | | 9,735 | | | | | | | | | $619,341 | | | | Long-Term Incentive PSUs | | | 2/20/2020 | | | | | | | | | | | | 4,821 | | | 12,856 | | | 19,284 | | | | | | | | | | | | $795,272 | | | | Annual Incentive | | | | | | | | | 1,085,000 | | | 2,170,000 | | | | | | | | | | | | | | | | | | | | | |
Rodney O. Martin, Jr. | | | 2019 Omnibus Plan — Long-Term
Incentive (RSUs) | | | 2/22/2022 | | | | | | | | | | | | | | | | | | | | | 69,620 | | | | | | | | | $4,591,439 | | | | 2019 Omnibus Plan — Long-Term
Incentive PSUs | | | 2/22/2022 | | | | | | | | | | | | 32,354 | | | 86,279 | | | 129,418 | | | | | | | | | | | | $5,722,886 | | | | Annual Incentive Plan | | | | | | | | | $2,700,000 | | | $5,400,000 | | | | | | | | | | | | | | | | | | | | | | Don Templin | | | 2019 Omnibus Plan — Long-Term
Incentive RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2019 Omnibus Plan — Long-Term
Incentive PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Incentive Plan | | | | | | | | | $210,411 | | | $420,822 | | | | | | | | | | | | | | | | | | | | | | Heather Lavallee | | | 2019 Omnibus Plan — Long-Term
Incentive RSUs | | | 2/22/2022 | | | | | | | | | | | | | | | | | | | | | 8,562 | | | | | | | | | $564,664 | | | | 2019 Omnibus Plan — Long-Term
Incentive PSUs | | | 2/22/2022 | | | | | | | | | | | | 3,979 | | | 10,611 | | | 15,916 | | | | | | | | | | | | $703,828 | | | | 2019 Omnibus Plan – Long-Term Incentive RSUs | | | 7/7/2022 | | | | | | | | | | | | | | | | | | | | | 16,792 | | | | | | | | | $999,964 | | | | 2019 Omnibus Plan – Long-Term Incentive PSUs | | | 7/7/2022 | | | | | | | | | | | | 25,188 | | | 67,170 | | | 100,755 | | | | | | | | | | | | $3,248,341 | | | | Annual Incentive Plan | | | | | | | | | $1,878,750 | | | $3,757,500 | | | | | | | | | | | | | | | | | | | | | | Christine Hurtsellers | | | 2019 Omnibus Plan — Long-Term
Incentive RSUs | | | 2/22/2022 | | | | | | | | | | | | | | | | | | | | | 16,982 | | | | | | | | | $1,119,963 | | | | 2019 Omnibus Plan — Long-Term
Incentive PSUs | | | 2/22/2022 | | | | | | | | | | | | 7,891 | | | 21,045 | | | 31,567 | | | | | | | | | | | | $1,395,915 | | | | 2019 Omnibus Plan – Long-Term Incentive RSUs | | | 7/7/2022 | | | | | | | | | | | | | | | | | | | | | 5,037 | | | | | | | | | $299,953 | | | | 2019 Omnibus Plan – Long-Term Incentive PSUs | | | 7/7/2022 | | | | | | | | | | | | 4,407 | | | 11,754 | | | 17,631 | | | | | | | | | | | | $568,423 | | | | Annual Incentive Plan | | | | | | | | | $1,875,000 | | | $3,750,000 | | | | | | | | | | | | | | | | | | | | | | Charles P. Nelson | | | 2019 Omnibus Plan — Long-Term
Incentive RSUs | | | 2/22/2022 | | | | | | | | | | | | | | | | | | | | | 17,824 | | | | | | | | | $1,175,493 | | | | 2019 Omnibus Plan — Long-Term
Incentive PSUs | | | 2/22/2022 | | | | | | | | | | | | 8,283 | | | 22,089 | | | 33,133 | | | | | | | | | | | | $1,465,163 | | | | 2019 Omnibus Plan – Long-Term Incentive RSUs | | | 7/7/2022 | | | | | | | | | | | | | | | | | | | | | 5,037 | | | | | | | | | $299,953 | | | | 2019 Omnibus Plan – Long-Term Incentive PSUs | | | 7/7/2022 | | | | | | | | | | | | 4,407 | | | 11,754 | | | 17,631 | | | | | | | | | | | | $568,423 | | | | Annual Incentive Plan | | | | | | | | | $1,314,000 | | | $2,628,000 | | | | | | | | | | | | | | | | | | | | | |
Voya 2023 Proxy Statement | | | 57 |
TABLE OF CONTENTS Former Executive Officer | Michael S. Smith | | | 2019 Omnibus Plan – Long-Term Incentive RSUs | | | 2/22/2022 | | | | | | | | | | | | | | | | | | | | | 20,466 | | | | | | | | | $1,349,733 | | | | 2019 Omnibus Plan – Long-Term Incentive PSUs | | | 2/22/2022 | | | | | | | | | | | | 9,511 | | | 25,363 | | | 38,044 | | | | | | | | | | | | $1,682,328 | | | | 2019 Omnibus Plan – Long-Term Incentive RSUs | | | 7/7/2022 | | | | | | | | | | | | | | | | | | | | | 5,037 | | | | | | | | | $299,953 | | | | 2019 Omnibus Plan – Long-Term Incentive PSUs | | | 7/7/2022 | | | | | | | | | | | | 4,407 | | | 11,754 | | | 17,631 | | | | | | | | | | | | $568,423 | | | | Annual Incentive Plan | | | | | | | | | $1,223,562 | | | $2,447,123 | | | | | | | | | | | | | | | | | | | | | |
(1)
| PSUs granted on February 20, 202022, 2022 that will cliff vest on February 20, 2023.22, 2025. The value at vesting will depend both on the Company’sVoya's stock price at the time of vesting and on the Company’sVoya’s achievement of pre-established performance measures (Adjusted Operating Return on Equity Excluding Unlocking (20%), Adjusted Operating Earnings Per Share Excluding Unlocking (30%) and 2020-20232022-2024 Relative Total Shareholder Return (50%)). Maximum payout is 150%. PSUs granted on July 7, 2022, that have a performance-based vesting schedule. First opportunity for vesting is 1 year from grant date. Performance targets must be met by the 3rd anniversary of the grant; if performance targets are not met, unvested PSUs will be cancelled. Maximum payout is 150%. |
(2)
| Amounts in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718718. |
-43-Voya 2023 Proxy Statement | | | 58 |
TABLE OF CONTENTS Outstanding Equity Awards at Year End The table below provides information concerning unexercised options and stock-based awards that have not vested for each NEO, outstanding as of December 31, 2020.2022. Outstanding Equity Awards Table at 20202022 Year End Rodney O. Martin, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 158,900(8) | | | | | | | | | $37.60 | | | 12/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,042(2) | | | $1,178,670 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 75,834(5) | | | $4,459,798 | | | | | | | | | | | | | | | | | | | 44,886(3) | | | $2,639,746 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 89,152(6) | | | $5,243,029 | | | | | | | | | | | | | | | | | | | 59,684(4) | | | $3,510,016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 82,761(7) | | | $4,867,174 | Michael S. Smith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 111,200(8) | | | | | | | | | $37.60 | | | 12/16/2025 | | | | | | | | | | | | | | | | 35,587(9) | | | 35,587 | | | | | | $50.03 | | | 02/21/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,347(2) | | | $373,267 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,014(5) | | | $1,412,263 | | | | | | | | | | | | | | | | | | | 11,034(3) | | | $648,910 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,870(6) | | | $1,227,365 | | | | | | | | | | | | | | | | | | | 19,805(4) | | | $1,164,732 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,154(7) | | | $1,538,117 | Christine Hurtsellers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 39,700(8) | | | | | | | | | $37.60 | | | 12/16/2025 | | | | | | | | | | | | | | | | 35,587(9) | | | 35,587 | | | | | | $50.03 | | | 02/21/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,681(2) | | | $392,910 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,278(5) | | | $1,486,599 | | | | | | | | | | | | | | | | | | | 13,312(3) | | | $782,879 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,180(6) | | | $1,480,836 | | | | | | | | | | | | | | | | | | | 17,824(4) | | | $1,048,229 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,539(7) | | | $1,384,329 | Charles P. Nelson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,710(10) | | | $688,665 | | | | | | | | | | 111,200(8) | | | | | | | | | $37.60 | | | 12/16/2025 | | | | | | | | | | | | | | | | 35,587(9) | | | 35,587 | | | | | | $50.03 | | | 02/21/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,495(2) | | | $381,971 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,576(5) | | | $1,445,315 | | | | | | | | | | | | | | | | | | | 10,341(3) | | | $608,154 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,416(6) | | | $1,200,665 | | | | | | | | | | | | | | | | | | | 17,943(4) | | | $1,055,228 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,548(7) | | | $1,443,668 | Margaret M. Parent | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 35,587 | | | 35,587(9) | | | | | | $50.03 | | | 02/21/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,735(2) | | | $219,655 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,131(5) | | | $831,044 | | | | | | | | | | | | | | | | | | | 5,666(3) | | | $333,217 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,718(6) | | | $630,326 | | | | | | | | | | | | | | | | | | | 9,269(4) | | | $545,110 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,856(7) | | | $756,061 |
| | | Rodney O. Martin, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2015 Performance Options | | | | | | 158,900(8) | | | | | | | | | $37.60 | | | 12/16/2025 | | | | | | | | | | | | | 2020 by the number of units.RSUs | | | | | | | | | | | | | | | | | | | | | 19,895(2) | | | $1,223,344 | | | | | | | 2020 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 82,761(5) | | | $5,088,974 | 2021 RSUs | | | | | | | | | | | | | | | | | | | | | 52,964(3) | | | $3,256,756 | | | | | | | 2021 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 106,365(6) | | | $6,540,384 | 2022 RSUs | | | | | | | | | | | | | | | | | | | | | 67,023(4) | | | $4,121,244 | | | | | | | 2022 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 86,279(7) | | | $5,305,296 | | | | Heather Lavallee | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2020 RSUs | | | | | | | | | | | | | | | | | | | | | 1,700(2) | | | $104,533 | | | | | | | 2020 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,509(5) | | | $277,258 | 2021 RSUs | | | | | | | | | | | | | | | | | | | | | 7,104(3) | | | $436,825 | | | | | | | 2021 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,837(6) | | | $850,837 | 2022 RSUs | | | | | | | | | | | | | | | | | | | | | 8,562(4) | | | $526,477 | | | | | | | 2022 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,611(7) | | | $652,470 | 2022 Off-cycle RSUs | | | | | | | | | | | | | | | | | | | | | 16,792(11) | | | $1,032,540 | | | | | | | 2022 Off-cycle PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 100,755(12) | | | $6,195,425 | | | | Christine Hurtsellers | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2015 Performance Options | | | | | | 39,700(8) | | | | | | | | | $37.60 | | | 12/16/2025 | | | | | | | | | | | | | 2019 Performance Options | | | | | | 71,174(9) | | | | | | | | | $50.03 | | | 02/21/2029 | | | | | | | | | | | | | 2020 RSUs | | | | | | | | | | | | | | | | | | | | | 5,942(2) | | | $365,374 | | | | | | | 2020 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,539(5) | | | $1,447,413 | 2021 RSUs | | | | | | | | | | | | | | | | | | | | | 12,810(3) | | | $787,687 | | | | | | | 2021 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,023(6) | | | $1,600,154 | 2022 RSUs | | | | | | | | | | | | | | | | | | | | | 16,284(4) | | | $1,001,303 | | | | | | | 2022 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,045(7) | | | $1,294,057 | 2022 Off-cycle RSUs | | | | | | | | | | | | | | | | | | | | | 5,037(13) | | | $309,725 | | | | | | | 2022 Off-cycle PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,631(14) | | | $1,084,130 | | | | Charles P. Nelson | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2015 Off-cycle RSUs | | | | | | | | | | | | | | | | | | | | | 11,710(10) | | | $720,048 | | | | | | | 2015 Performance Options | | | | | | 111,200(8) | | | | | | | | | $37.60 | | | 12/16/2025 | | | | | | | | | | | | | 2019 Performance Options | | | | | | 71,174(9) | | | | | | | | | $50.03 | | | 02/21/2029 | | | | | | | | | | | | | 2020 RSUs | | | | | | | | | | | | | | | | | | | | | 5,981(2) | | | $367,772 | | | | | | | 2020 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,548(5) | | | $1,509,457 | 2021 RSUs | | | | | | | | | | | | | | | | | | | | | 13,478(3) | | | $828,762 | | | | | | | 2021 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,301(6) | | | $1,986,188 | 2022 RSUs | | | | | | | | | | | | | | | | | | | | | 17,159(4) | | | $1,055,107 | | | | | | | 2022 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,089(7) | | | $1,358,253 | 2022 Off-cycle RSUs | | | | | | | | | | | | | | | | | | | | | 5,037(13) | | | $309,725 | | | | | | | 2022 Off-cycle PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,631(14) | | | $1,084,130 |
-44-Voya 2023 Proxy Statement | | | 59 |
TABLE OF CONTENTS Former Executive Officer | | | | Michael S. Smith | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2015 Performance Options | | | | | | 111,200(8) | | | | | | | | | $37.60 | | | 12/16/2025 | | | | | | | | | | | | | 2019 Performance Options | | | | | | 71,174(9) | | | | | | | | | $50.03 | | | 02/21/2029 | | | | | | | | | | | | | 2020 RSUs | | | | | | | | | | | | | | | | | | | | | 6,602(2)
| | | $405,957 | | | | | | | 2020 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,154(5) | | | $1,608,209 | 2021 RSUs | | | | | | | | | | | | | | | | | | | | | 17,499(3) | | | $1,076,014 | | | | | | | 2021 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 35,503(6) | | | $2,183,079 | 2022 RSUs | | | | | | | | | | | | | | | | | | | | | 19,649(4) | | | $1,208,217 | | | | | | | 2022 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,363(7) | | | $1,559,571 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,631(14) | | | $1,084,130 |
(1)
| The market value of the Company's equity awards was determined by multiplying $61.49, the closing price per share of the Company's common stock, as reported by the NYSE, on December 30, 2022, by the number of units. |
(2)
| Represents RSUs.RSUs of Voya Financial, Inc. One third of such units vested on February 20, 2021, one third of such units vested on February 20, 2022 and the remaining one-third vested on February 21, 2019,2023. |
(3)
| Represents RSUs of Voya Financial, Inc. One third of such units vested on February 22, 2022, one third of such units vested on February 21, 20202023 and the remaining one third vestedone-third of such units is scheduled to vest on February 21, 2021.20, 2024. |
(3)
(4)
| Represents RSUs.RSUs of Voya Financial, Inc. One third of such units vested on February 21, 2020, one third of such units vested on February 21, 2021 and the remaining one third is scheduled to vest on February 21, 2022. |
(4)
| Represents RSUs. One third of such units vested on February 20, 202122, 2023 and the remaining two-thirds of such units are scheduled to vest in equal amounts on February 20, 20222024 and February 20, 2023.18, 2025. |
(5)
| Represents PSUs.PSUs of Voya Financial, Inc. All of such units vested on February 21, 2021, subject to achievement of applicable performance goals.2023. |
(6)
| Represents PSUs. AllPSUs of such units are scheduled to vest on February 21, 2022, subject to achievement of applicable performance goals. |
(7)
| Represents PSUs.Voya Financial, Inc. All of such units are scheduled to vest on February 20, 2023, subject to achievement of applicable performance goals.2024. |
(7)
| Represents PSUs of Voya Financial, Inc. All of such units are scheduled to vest on February 18, 2025. |
(8)
| Represents performance-vested non-qualified stock options of Voya Financial, Inc. granted on December 16, 2015. One quarter of the award vested on March 31, 2017 but remained restricted until March 31, 2018 and the remaining three-quarters vested on June 30, 2017 but remained restricted until June 30, 2018. |
(9)
| Represents performance-vested non-qualified stock options of Voya Financial, Inc. granted on February 21, 2019. One half of the award vested on April 22, 2019 and became exercisable on April 22, 2020. The remaining half of the award have vested and will becomebecame exercisable on July 31,31. 2021, and will remain exercisable until February 21, 2029. |
(10)
| Represents RSUs. The oneRSUs of Voya Financial, Inc. One half of such units vested on May 1, 2019 and the remaining half is scheduled to vest on May 1, 2023. |
(11)
| Represents RSUs of Voya Financial granted on July 7, 2022. All of such units are scheduled to vest on July 1, 2025. |
(12)
| Represents PSUs of Voya Financial granted on July 7, 2022. All of such units may vest between July 1, 2023, and June 30, 2025, depending on the achievement of performance metrics. Vesting that occur between July 1, 2023, and June 30, 2024 will be deferred until June 30, 2025. Vestings that occur between July 1, 2024, and June 30,2025, will be deferred for one year from vesting date. |
(13)
| Represents RSUs of Voya Financial granted on July 7, 2022. Units are scheduled to vest in equal amounts on July 1, 2023, July 1, 2024, and July 1, 2025. |
(14)
| Represents PSUs of Voya Financial granted on July 7, 2022. All of such units may vest between July 1, 2023, and June 30, 2025, depending on the achievement of performance metrics. Each vesting event is subject to a one-year deferral period. |
-45-Voya 2023 Proxy Statement | | | 60 |
TABLE OF CONTENTS Option Exercises and Stock Vested in 20202022 The following table provides information regarding all of the RSUs and PSUs held by the NEOs that vested during 20202022 and options that were exercised by NEOs during 2020.2022. Option Exercises and Stock Vested Table for 20202022 Rodney O. Martin, Jr. | | | | | | | | | 2,98419,895
| | | $189,8421,359,226(1) | | | | | | | | | | 20,04122,443
| | | $1,266,3911,533,306(2) | | | | | | | | | | 22,442115,006
| | | $1,418,1107,857,210(3) | | | | | | | | | | 132,65226,482
| | | $8,382,2801,809,250(4) | | | | | | | | | | 23,2382,597
| | | $1,468,409177,427(5) | Michael S. SmithHeather Lavallee
| | | | | | | | | 6,3461,700
| | | $401,004116,144(1) | | | | | | | | | | 2,016 | | | $137,733(2) | | | | | | | | | | 5,5166,584
| | | $348,556449,819(3) | | | | | | | | | | 37,5063,551
| | | $2,370,004242,604(4) | | | | | | | | | | 6,570
| | | $415,158(5)
| Christine Hurtsellers | | | | | | | | | 6,6805,941
| | | $422,109405,889(2)(1) | | | | | | | | | | 6,656 | | | $420,593454,738(2) | | | | | | | | | | 32,482 | | | $2,219,170(3) | | | | | | | | | | 31,5846,405
| | | $1,995,793437,590(4) | | | | | | | | | | 5,533698
| | | $349,63047,687(5) | Charles P. Nelson | | | | | | | | | 6455,981
| | | $41,035408,622(1) | | | | | | | | | | 6,4955,171
| | | $410,419353,283(2) | | | | | | | | | | 5,17026,336
| | | $326,6921,799,276(3) | | | | | | | | | | 38,6028,023
| | | $2,439,260548,131(4) | | | | | | | | | | 6,762665
| | | $427,29145,433(5) | Margaret M. ParentFormer Executive Officer
| Michael S. Smith | | | | | | | | | 4666,602
| | | $27,685451,049(1) | | | | | | | | | | 3,7345,517
| | | $235,951376,921(2) | | | | | | | | | | 2,83326,922
| | | $179,0171,839,311(3) | | | | | | | | | | 16,1438,748
| | | $1,020,076597,663(4) | | | | | | | | | | 2,828817
| | | $178,70155,817(5) |
(1)
| Represents vesting of a portion of Voya restricted awards granted under the Omnibus Plan during 2020. |
(2)
| Represents vesting of a portion of restricted awards granted under the Omnibus Plan during 2018. |
(3)
| Represents vesting of a portion ofVoya restricted awards granted under the Omnibus Plan during 2019. |
(4)
(3)
| Represents vesting of a portion of Voya performance share awards granted under the Omnibus Plan during 2017.2019. |
(5)
(4)
| Represents vesting of a portion of Voya restricted awards granted under the Omnibus Plan during 2017.2021. |
(5)
| Represents vesting of a portion of Voya restricted awards granted under the Omnibus Plan during 2022 which covers obligation to collect FICA taxes on equity granted to retirement eligible employees. |
Voya 2023 Proxy Statement | | | 61 |
TABLE OF CONTENTS Pay versus Performance Our CEO is the principal executive officer (“PEO”). The following table sets forth information concerning the compensation of our PEO(s) and other NEOs for each of the fiscal years (“FY”) ending December 31, 2020, 2021 and 2022 and our financial performance for each such fiscal year:
2022 | | | $14,676,883 | | | $13,193,735 | | | $4,828,157 | | | $4,745,267 | | | $104.40 | | | $118.77 | | | $510 | | | 53rd | 2021 | | | $16,030,105 | | | $19,751,360 | | | $5,439,994 | | | $6,280,117 | | | $111.20 | | | $132.75 | | | $2,126 | | | 21st | 2020 | | | $13,597,008 | | | $12,993,061 | | | $4,581,542 | | | $4,167,899 | | | $97.55 | | | $98.31 | | | ($206) | | | 64th |
2022 | | | PEO | | | $14,676,883 | | | $10,314,325 | | | $9,480,159 | | | ($1,402,355) | | | $753,372 | | | $8,831,176 | | | $13,193,735 | | | Other NEOs | | | $4,828,157 | | | $2,931,863 | | | $3,003,090 | | | ($281,656) | | | $127,540 | | | $2,848,974 | | | $4,745,267 | 2021 | | | PEO | | | $16,030,105 | | | $9,935,115 | | | $11,127,364 | | | $2,402,427 | | | $126,580 | | | $13,656,370 | | | $19,751,360 | | | Other NEOs | | | $5,439,994 | | | $2,514,094 | | | $2,811,988 | | | $503,648 | | | $38,581 | | | $3,354,218 | | | $6,280,117 | 2020 | | | PEO | | | $13,597,008 | | | $9,106,533 | | | $8,273,965 | | | ($426,125) | | | $654,747 | | | $8,502,586 | | | $12,993,061 | | | Other NEOs | | | $4,581,542 | | | $2,395,922 | | | $2,207,014 | | | ($99,478) | | | ($125,257) | | | $1,982,279 | | | $4,167,899 |
(1)
| The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Martin for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Summary Compensation Table as set forth on page 55 of our proxy statement filed with the SEC on April 14, 2022. |
(2)
| The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP), adjusted as follows in the table below, as determined in accordance with SEC rules. None of the equity awards held by our NEOs were forfeited during the preceding three years; therefore, no amounts are reported for forfeited awards. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. Fair values set forth in the table below are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. Similarly, no adjustment is made for dividends because the amount associated with such dividends are reflected in the fair value of the award for the covered fiscal year. |
(a)
| The dollar amounts reported in the Summary Compensation Table for the applicable year. |
(b)
| The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
(c)
| The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following: |
(i)
| the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; |
(ii)
| the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; |
(iii)
| for awards that vest in the applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year. |
The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant. (d)
| “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. |
Voya 2023 Proxy Statement | | | 62 |
TABLE OF CONTENTS (3)
| The dollar amounts reported in column (d) are the average amounts of total compensation reported for the other Named Executive Officers for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Summary Compensation Table as set forth on page 55 of this proxy statement. For each of 2020, 2021, and 2022, the other NEOs were: |
2022 | | | Rodney O. Martin, Jr. | | | Michael S. Smith, Donald C. Templin, Heather Lavallee, Christine Hurtsellers, Charles Nelson | 2021 | | | Rodney O. Martin, Jr. | | | Michael S. Smith, Heather Lavallee, Christine Hurtsellers, Charles Nelson | 2020 | | | Rodney O. Martin, Jr. | | | Michael S. Smith, Christine Hurtsellers, Charles Nelson, Margaret Parent |
(4)
| TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the S&P 500 Financials Sector Index, which is used for our Stock Performance presentation set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
(5)
| Our Company-Selected Measure is Relative TSR consistent with the peer group used in the PSU metric under our annual Long Term Incentive Program. For illustrative purposes, calculations within this column are based on 1-year measurements (as opposed to the 3-year relative TSR performance period regarding the Company’s PSUs). For purposes of relative TSR, the peer group used in the PSU metric under our annual Long-Term Incentive Program refer to the Comparison Group as set forth on pages 46-47. |
Narrative to Pay Versus Performance Table For the fiscal year ending December 31, 2022, there are six important performance measures used to link compensation actually paid to our NEOs to company performance. Our NEO’s target total compensation is heavily weighted towards short and long-term performance with performance goals aligned with our shareholders’ interests. The majority of target compensation was weighted toward long-term equity performance and time-based awards and the financial performance metrics for LTI awards was ROE, EPS and Relative TSR. The short-term incentive program’s funding metrics are Adjusted Operating Earnings, Adjusted Operating Return on Allocated Capital as well as Strategic Indicators as a non-financial performance measure. Important Performance Measures | Adjusted Operating Earnings Before Taxes Excluding Unlocking
| Adjusted Operating Return on Allocated Capital Excluding Unlocking
| Strategic Indicators | Adjusted Operating Return on Equity
| Adjusted Operating Earnings Per Share
| Relative Total Shareholder Return
|
Voya 2023 Proxy Statement | | | 63 |
TABLE OF CONTENTS The following graph compares the compensation actually paid to our PEO, the average of the compensation actually paid to our remaining NEOs and the TSR performance of our stock price with the TSR performance of the disclosed peer group. Voya 2023 Proxy Statement | | | 64 |
TABLE OF CONTENTS The following graph compares the compensation actually paid to our PEO(s) and the average of the compensation actually paid to our remaining NEOs with our Company Selected Metric: Relative TSR. Voya 2023 Proxy Statement | | | 65 |
TABLE OF CONTENTS The following graph compares the compensation actually paid to our PEO(s) and the average of the compensation actually paid to our remaining NEOs with net income. Voya 2023 Proxy Statement | | | 66 |
Pension Benefits As described above under “—Tax-qualifiedTax-Qualified and Non-qualifiedNon-Qualified Retirement and Other Deferred Compensation Plans,” the Company maintains tax-qualified and non-qualified defined benefit (pension) plans that provide retirement benefits for employees whose length of service allows them to vest in and receive these benefits. During 2020,2022, regular full-time and part-time employees of the Company were covered by the Retirement Plan. Participants in the Retirement Plan whose benefits cannot be paid from the Retirement Plan as a result of Internal Revenue Service (“IRS”)(IRS) compensation or benefit limitations and who are designated by the Company are also eligible to participate in the SERP. Beginning January 1, 2012, all of the CompanyCompany’s employees transitioned to a new cash balance pension formula under the Retirement Plan. A similar change to the SERP was also made. The cash balance pension formula credits 4% of eligible compensation to a hypothetical account in the Retirement Plan and the SERP, TABLE OF CONTENTS
as applicable, each month. Account balances receive a monthly interest credit based on a 30-year Treasury bond rate published by the IRS in the preceding August of each year (for 20202022 that rate was 2.8%3.00%). Participants in the Retirement Plan and the SERP prior to January 1, 2012, including Ms. Hurtsellers and Ms. Lavallee, transitioned to the new cash balance pension formula during the two-year period ending December 31, 2013. Benefits that accrued during the transition period have been determined based on the prior final average pay pension formula or the new cash balance pension formula, whichever is greater. Pension benefits that accrue after the transition period are solely based on the new cash balance pension formula. The SERP benefit is equal to the difference between (a) the participant’s retirement benefit before taking into account the tax limitations on eligible compensation and other compensation deferrals and (b) the participant’s actual retirement benefit paid from the Retirement Plan. Because they began employment after December 31, 2008, the benefits of all NEOs, except Ms. Hurtsellers and Ms. Lavallee, will be determined based solely on the new cash balance pension formula. A participant’s retirement benefits under the Retirement Plan and the SERP vest in full upon completion of three years of vesting service, when the participant reaches age 65 or if the participant dies while in active service with the Company. Participants may begin receiving full retirement benefits at age 65 and may be eligible for reduced benefits if retiring at an earlier age with a minimum of three years of vesting service. As of December 31, 2020,2022, all NEOs, except Donald Templin, were fully vested in Retirement Plan benefits and eligible for early retirement under the Retirement Plan. Eligible compensation generally includes base salary, annual cash incentive award and commissions, if applicable. Cash balance pension benefits under the Retirement Plan are generally payable as a lump-sum but may be paid as a monthly annuity. Cash balance pension benefits under the SERP are payable as a lump sum only. Benefits that accrued under the Retirement Plan and SERP before the cash balance transition period are generally payable in the form of a monthly annuity, though certain benefits under the Retirement Plan may be received as a lump-sum or partial lump-sum payment. Benefits under the SERP may be forfeited at the discretion of the Company if the participant engages in unauthorized competition with the Company, is discharged for cause, or performs acts of willful malfeasance or gross negligence in a matter of material importance to the Company. The following table presents the accumulated benefits under the Company pension plans in which each NEO participates. Pension Benefits in 2020
Rodney O. Martin, Jr. | | | Retirement Plan | | | 9.00 | | | $109,845 | | | $0 | | | | SERP | | | 9.00 | | | $219,173 | | | $0 |
| | | | | | | | | | | | | Michael S. Smith | | | Retirement Plan | | | 9.00 | | | $110,807 | | | $0 | | | | SERP | | | 9.00 | | | $220,219 | | | $0 |
| | | | | | | | | | | | | Christine Hurtsellers | | | Retirement Plan | | | 16.00 | | | $553,833 | | | $0 | | | | SERP | | | 16.00 | | | $1,235,583 | | | $0 |
| | | | | | | | | | | | | Charles P. Nelson | | | Retirement Plan | | | 5.67 | | | $71,788 | | | $0 | | | | SERP | | | 5.67 | | | $128,048 | | | $0 |
| | | | | | | | | | | | | Margaret M. Parent | | | Retirement Plan | | | 4.24 | | | $53,831 | | | $0 | | | | SERP | | | 4.24 | | | $94,702 | | | $0 |
-47-Voya 2023 Proxy Statement | | | 67 |
TABLE OF CONTENTS Present Value of Pension Benefits as of December 31, 2022 Rodney O. Martin, Jr. | | | Voya Retirement Plan | | | 11.00 | | | $137,861 | | | $0 | | | | Voya SERP | | | | | | $275,121 | | | $0 | | | | Total | | | | | | $412,982 | | | | Donald Templin | | | Voya Retirement Plan | | | 0.13 | | | $3,712 | | | $0 | | | | Voya SERP | | | | | | $0 | | | $0 | | | | Total | | | | | | $3,712 | | | | Heather Lavallee | | | Voya Retirement Plan | | | 14.00 | | | $207,694 | | | $0 | | | | Voya SERP | | | | | | $431,526 | | | $0 | | | | Total | | | | | | $639,220 | | | | Christine Hurtsellers | | | Voya Retirement Plan | | | 18.00 | | | $421,411 | | | $0 | | | | Voya SERP | | | | | | $930,908 | | | $0 | | | | Total | | | | | | $1,352,319 | | | | Charles Nelson | | | Voya Retirement Plan | | | 7.67 | | | $91,139 | | | $0 | | | | Voya SERP | | | | | | $167,421 | | | $0 | | | | Total | | | | | | $258,560 | | | |
Michael S. Smith | | | Voya Retirement Plan | | | 11.00 | | | $119,931 | | | $0 | | | | Voya SERP | | | | | | $238,590 | | | $0 | | | | Total | | | | | | $358,521 | | | |
The present value of accumulated benefits under the Retirement Plan and the SERP shown in the “—Pension Benefits in 2020”2022” table is calculated using the same actuarial assumptions used by the Company for GAAP financial reporting purposes, and assuming benefits commence as of age 65 under both plans. Those assumptions are: | ▪ | The discount rate is 5.47%; |
| ▪ | The post-retirement mortality assumption used for annuity payments and to measure liabilities under ASC 175 is based on the PRI-2012 Retiree, Amounts-Weighted, White Collar Mortality Table (Gender Specific) with generational mortality improvement projected using Scale MP-2020 after commencement at age 65. No mortality is assumed before age 65; and |
| ▪ | The long-term interest crediting rate on cash balance accounts is 3.00%. |
The discount rate is 2.67%;
The post-retirement mortality assumption used annuity payments and to measure liabilities under ASC 175 is based on the PRI-2012 Retiree, Amounts-Weighted, White Collar Mortality Table (Gender Specific) with generational mortality improvement projected using Scale MP-2020 after commencement at age 65; No mortality is assumed before age 65; and
The long-term interest crediting rate on cash balance accounts is 2.80%.
NonqualifiedNon-Qualified Deferred Compensation Plans
The Company maintains the DCSP, a nonqualifiednon-qualified deferred compensation plan that allows employees to contribute to deferred compensation accounts amounts above the 401(k) Plan annual limit and provides certain Company matching contributions on the deferred amounts. Voya 409A Deferred Compensation Savings Plan Eligible employees who meet certain compensation thresholds may elect to participate in the DCSP. Participating employees may elect to defer up to 50% of their salary, up to 50% of their sales-based commission compensation, or up to 100% of their short-term variable compensation (excluding sales-based commissions). In addition, participants may also elect to defer compensation they would have contributed to their 401(k) Plan accounts were it not for the compensation and contribution limits under the Code (a “spillover deferral” election). The Company provides a 100% matching contribution on spillover deferral amounts to enable Company-Company matched contributions on deferrals that are in excess of the Code’s 401(k) contribution limits. Compensation eligible for spillover deferral and matching benefits is limited to three times the Code compensation limit, which was $285,000$305,000 for 2020.2022. The aggregate Company match under the 401(k) Plan and DCSP for 20202022 was limited to $51,300$54,900 (6% of $855,000,$915,000, the maximum eligible compensation for 2020)2022). The table below presents, for each NEO, 20202022 information with respect to the DCSP. Voya 2023 Proxy Statement | | | 68 |
TABLE OF CONTENTS Non-Qualified Deferred Compensation Plans Table for 20202022 Rodney O. Martin, Jr. | | | $954,159 | | | $34,200 | | | $152,489 | | | $— | | | $5,815,066 | Michael S. Smith | | | $314,694 | | | $34,200 | | | $435,244 | | | $— | | | $3,014,185 | Christine Hurtsellers | | | $359,464 | | | $34,200 | | | $750,801 | | | $— | | | $3,847,415 | Charles P. Nelson | | | $290,648 | | | $34,200 | | | $36,064 | | | $— | | | $1,018,127 | Margaret M. Parent | | | $170,897 | | | $34,200 | | | $134,217 | | | $— | | | $869,861 |
Rodney O. Martin, Jr. | | | $2,225,713 | | | $36,000 | | | $(1,197,567) | | | $— | | | $8,968,958 | Donald Templin | | | $— | | | $— | | | $— | | | $— | | | $— | Heather Lavallee | | | $137,471 | | | $36,600 | | | $(454,577) | | | $— | | | $2,437,709 | Christine Hurtsellers | | | $194,475 | | | $36,600 | | | $(874,343) | | | $(79,293) | | | $3,780,399 | Charles Nelson | | | $234,244 | | | $36,600 | | | $(5,925) | | | $— | | | $1,457,755 |
Michael S. Smith | | | $ 420,636 | | | $36,600 | | | $ (643,381) | | | $ — | | | $3,495,244 |
(1)
| Amounts reported in this column that are reported in the “Summary Compensation Table” (for 2020)2022) are: Mr. Martin—$200,559Martin - $210,513 base salary and annual incentive $753,600;bonus $2,015,200; Ms. Lavallee - $137,471 base salary; Ms. Hurtsellers - $194,475 base salary; Mr. Smith—Nelson - $234,244 base salary $163,494 and annual incentive $151,200; Ms. Hurtsellers—base salary $145,624 and annual incentive $213,840;salary; Mr. Nelson—$95,519Smith - $197,336 base salary and annual incentive $195,129; Ms. Parent—$170,897 base salary.bonus $223,300. |
(2)
| Amounts in this column reflect the interest earned on notional investments, which investments are elected by the participant. The participant has the ability to change his or her investment election only during open periods. |
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(3)
| Ms. Hurtsellers began receiving In-Service distribution payments in May 2022. |
Employment Agreements Employment Agreement of Mr. MartinMartin* On December 11, 2014, we entered into an employment agreement (the “Original Agreement”)(Original Agreement) with Mr. Martin, our then Chief Executive Officer and Chairman of the board of directors,Board, which replaced and superseded Mr. Martin’s Amended and Restated Employment Agreement dated July 25, 2013 (the “Prior Agreement”)(Prior Agreement), other than the provisions in the Prior Agreement that set forth the terms of the previously agreed transaction incentive awards pursuant to which Mr. Martin was entitled to receive shares of Company common stock in connection with the disposition of the Company’s common stock by ING Group. Since that time, we have amended the Original Agreement several times, most recently in March 2021July 2022 (as so amended, the “Agreement”). The term of the Agreement expires December 31, 2022.is set to expire February 29, 2024. Under the terms of this Agreement, Mr. Martin, as Chief Executive Officer and Chairman of the Board of Directors, receives an annual base salary of an amount not less than $1.2 million and has the opportunity for certain incentive payments. Mr. Martin is eligible to participate in the Company’s annual cash incentive compensation program (the “ACIP”)(ACIP). Mr. Martin’s target incentive opportunity under the ACIP is equal to 225% of base salary, with any actual award (higher or lower) to be determined by the Compensation, Benefits and BenefitsTalent Management Committee based on the Company’s actual performance, subject to the terms and conditions of the ACIP. Mr. Martin is eligible to receive long-term equity-based incentive awards with a target value equal to 750% of base salary. Any actual award (higher or lower) is determined by the Compensation, Benefits and BenefitsTalent Management Committee based on the Company’s actual performance, subject to the terms and conditions of the applicable long-term incentive program. Mr. Martin is entitled to participate in each of the Company’s employee benefit and welfare plans, including plans providing retirement benefits and medical, dental, hospitalization, life or disability insurance, on a basis that is at least as favorable as that provided to other senior executives of the Company generally. *
| As of January 1, 2023, Mr. Martin's position changed from Chief Executive Officer and Chairman of the Board of Directors, to Executive Chairman of the Board of Directors. In this position, Mr. Martin receives an annual base salary of $1.025 million and his ACIP and LTI targets remain unchanged. The term of his employment in this position will end on February 29, 2024. |
The Agreement contains various provisions governing termination under various scenarios: Termination by the Company for Cause If the Company terminates Mr. Martin’s employment for Cause, the Company will pay his unpaid salary through the date of termination, any amount due for any accrued but unused paid time off, any expense reimbursements due or other accrued vested cash entitlements and any earned but unpaid award under the ICPAICP for a fiscal year ending before the date of termination (collectively, the “Accrued Compensation”). In addition, the Company will pay any benefits to which Mr. Martin is entitled under any plan, contract or arrangement other than those described in the Agreement (including any unpaid deferred compensation and other cash or in-kind compensation accrued by him through the end of his employment) (collectively, the “Other Benefits”). Voya 2023 Proxy Statement | | | 69 |
TABLE OF CONTENTS Under the agreement, Cause is defined as (a) willful failure to perform substantially under the Agreement, after written demand has been given by the Board that specifically identifies how Mr. Martin has not substantially performed his responsibilities, (b) engagement in illegal conduct or in gross negligence or willful misconduct, in any case, that is materially and demonstrably injurious to the Company or (c) material breach of non-compete, non-solicitation or other restrictive covenants in the Agreement. Termination by Mr. Martin notNot for Good Reason If Mr. Martin terminates his employment other than for Good Reason, the Company will pay Mr. Martin the Accrued Compensation and the Other Benefits. Good Reason includes a)(a) a reduction in salary or incentive award opportunities or failure to pay compensation or other amounts due under the Agreement, b)(b) failure to nominate Mr. Martin to serve on the Company’s board of directorsBoard and maintain Mr. Martin in the positions contemplated by the Agreement or TABLE OF CONTENTS
any material reduction or other materially adverse action related to his authority, responsibilities or duties, c)(c) relocation of his principal office more than 50 miles from the New York City metropolitan area or d)(d) following a change in control (as defined in the Agreement) only, no longer being Chief Executive Officer and Chairman of a publicly-tradedpublicly traded company. Following any such termination, each outstanding unvested Equity Award held by Mr. Martin will continue to vest and be settled on the scheduled dates set forth in the agreements evidencing such awards without regard to any provisions regarding the effect of a termination of employment on such awards but otherwise subject to the terms and conditions set forth therein. The Company’s obligation with respect to the Equity Awards in the event of a termination by Mr. Martin other than for Good Reason is conditioned upon Mr. Martin’s execution and delivery, without subsequent revocation, of an agreement releasing the Company and its affiliates from all other liability and his compliance with the non-compete, non-solicitation and other restrictive covenants in the Agreement. Termination by the Company withoutWithout Cause or by Mr. Martin for Good Reason If the Company terminates Mr. Martin’s employment without Cause or if he terminates his employment for Good Reason before a change in control, the Company will pay (1) his Accrued Compensation and the Other Benefits, (2) a pro rata ICPAICP award determined as described in the second paragraph of this “Employment Agreement of Mr. Martin” section, multiplied by a fraction the numerator of which is the number of days of employment before termination and the denominator is 365, (3) a lump-sum severance payment equal to his salary plus his ICPAICP award opportunity, multiplied by two, (4) reimbursement for up to 18 months of group healthcare premiums and (5) any Equity Awards will continue to be vested and settled on the scheduled dates set forth in the agreements evidencing such awards. If the Company terminates Mr. Martin’s employment without Cause or if he terminates his employment for Good Reason within two years following a change in control, Mr. Martin will receive the payments set forth in clauses (1) through (4) described in the immediate prior paragraph, except for clause (3) where the multiplier is two and half, and (5) any Equity Awards will continue to be vested and settled on the scheduled dates set forth in the agreements evidencing such awards, provided, however, to the extent such treatment would not cause a violation of Section 409A of the Code, if the award agreement for any such award provides for any accelerated vesting or settlement, then such provision will apply. The Company’s obligation to make the payments and benefits specified in the immediate prior two paragraphs in the event of a termination by the Company without Cause or by Mr. Martin for Good Reason is conditioned upon Mr. Martin’s execution and delivery, without subsequent revocation, of an agreement releasing the Company and its affiliates from all other liability and his compliance with the non-compete, non-solicitation and other restrictive covenants in the Agreement, except that payment of the Accrued Compensation and the Other Benefits is not subject to such a condition. If the termination occurs within two years following a change in control, however, the condition on Mr. Martin to deliver the release agreement will only apply if the Company will have also delivered an agreement to Mr. Martin releasing him from all liability (other than the post- employmentpost-employment obligations contemplated in the Agreement). In the event that an independent accounting firm designated by the Company with Mr. Martin’s written consent determines that any payment to or for Mr. Martin’s benefit made by the Company, any of its affiliates, any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets, or an affiliate of such person (collectively, the “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Code, then the accounting firm will determine whether such payments will be reduced so that no portion of such payment will be subject to the excise tax. Such reduction will occur if and only to the extent that it would result in Mr. Martin retaining a higher amount, on an after-tax basis (taking into account all applicable taxes), than if he received all of the Total Payments. -50-Voya 2023 Proxy Statement | | | 70 |
TABLE OF CONTENTS Employment Letter of Ms. Lavallee On December 21, 2022, we agreed to changes to Ms. Lavallee’s compensation arrangements effective January 1, 2023. The changes include an increase in Ms. Lavallee's annual rate of base salary to $950,000 from $835,000; a target cash incentive opportunity under the Company’s Annual Cash Incentive Plan of $2,137,500; and an increase in her target long-term incentive opportunity from 575% to 750% of Ms. Lavallee’s year-end base salary. Ms. Lavallee will be eligible for both incentive opportunities at these higher targets in the annual awards expected to be granted in the first quarter of 2024. Potential Payments upon a Termination or Change in Control Severance Plan. The Voya Financial, Inc. Severance Plan for Senior Managers (the “Severance Plan”)(Severance Plan) provides severance benefits for designated senior managers (“Plan Participants”)(Plan Participants) of the Company and its subsidiaries in the event of specified “Qualified Terminations,” generally involving terminations not for Cause (as such term is defined in the Severance Plan), or, following certain change in control events, voluntary terminations for Good Reason (as such term is defined in the Severance Plan). The provisions of the Severance Plan do not apply to Mr. Martin, whose employment agreement provides for specific severance benefits and contains non-compete, non-solicitation and other restrictive covenants. Effective January 1, 2023, Ms. Lavallee's classification under the Severance Plan changed from “Tier 1” to “Principal Executive Officer” (as such terms are defined in the Severance Plan). Under the Severance Plan, in the event of a Qualified Termination, NEOs would be entitled to specified severance benefits, including (i) a lump sum cash payment equal to the NEO’s eligible base salary and target annual cash incentive, multiplied by 1.75 (increased to 2.00 in the event of a termination within two years of a change in control); (ii) 12 months of continued participation in the Company’s health care plan on the terms and conditions available to active employees, which period of participation shall be considered part of the period of continued coverage required to be offered by the Company under the Consolidated Omnibus Budget Reconciliation Act of 1985; and (iii) a pro-rated annual cash incentive with respect to the period of employment prior to the Qualified Termination (which shall be paid based on actual performance for NEOs). In consideration for receipt of severance benefits, Plan Participants are required to execute a release of claims in favor of the Company, as well as abide by a set of restrictive covenants, which include (i) non-competition with the Company for a period ranging from six months to one year (one year for NEOs); (ii) non-solicitation of the Company’s employees and agents for a period of one year; (iii) non-solicitation of the Company’s customers and prospective customers for a period of one year; and (iv) certain confidentiality and cooperation provisions. If the Company determines that the payment of benefits under this Plan would subject the eligible senior management employee to excise taxes under Code section 4999 (or similar provisions) or any associated interest or penalties (the “excise taxes”), the Company may reduce the benefits due under this Plan to an amount that avoids the imposition of excise taxes to the extent that such reduction would result in a greater after-tax (including excise taxes) amount remaining to you than if the full benefits under this Plan had been paid. Any such reduction will be implemented in accordance with the terms of the Plan. The provisions of the Severance Plan do not apply to certain employees of the Company or its subsidiaries who have entered into a written employment agreement with the Company providing for specific severance benefits. -51-Voya 2023 Proxy Statement | | | 71 |
TABLE OF CONTENTS Potential Payments upon Termination or Change in Control Table(1) The following table sets forth, for each NEO, an estimate of potential payments the NEO would have received at, following, or in connection with a termination of employment under the circumstances enumerated below on December 31, 2020.2022. Rodney O. Martin, Jr | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case Prior to Change in Control) | | | $7,800,000 | | | $2,592,000 | | | $14,425 | | | $24,128,332 | | | $52,500 | | | $34,587,256 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $9,750,000 | | | $2,592,000 | | | $14,425 | | | $24,128,332 | | | $52,500 | | | $36,537,256 | | | | Termination for Cause | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Retirement or Voluntary Termination Other Than Good Reason | | | $— | | | $— | | | $— | | | $24,128,332 | | | $— | | | $24,128,332 | | | | Death and Disability | | | $— | | | $2,592,000 | | | $— | | | $24,128,332 | | | $— | | | $26,720,332 | Michael S. Smith | | | Involuntary Termination without Cause (Prior to Change in Control) | | | $3,080,000 | | | $1,075,200 | | | $9,574 | | | $5,160,158 | | | $35,000 | | | $9,359,932 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $3,520,000 | | | $1,075,200 | | | $9,574 | | | $7,695,693 | | | $35,000 | | | $12,335,467 | | | | Voluntary Termination or Termination for Cause | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Retirement | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Death and Disability | | | $— | | | $— | | | $— | | | $7,695,693 | | | $— | | | $7,695,693 | Christine Hurtsellers | | | Involuntary Termination without Cause (Prior to Change in Control) | | | $4,200,000 | | | $1,728,000 | | | $11,421 | | | $5,437,154 | | | $35,000 | | | $11,411,574 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $4,800,000 | | | $1,728,000 | | | $11,421 | | | $7,943,989 | | | $35,000 | | | $14,518,409 | | | | Voluntary Termination or Termination for Cause | | | $— | | | $— | | | $— | | | $— $ | | | — | | | $— | | | | Retirement | | | $— | | | $— | | | $— | | | $— $ | | | — | | | $— | | | | Death and Disability | | | $— | | | $— | | | $— | | | $7,943,989 $ | | | — | | | $7,943,989 | Charles P. Nelson | | | Involuntary Termination without Cause (Prior to Change in Control) | | | $3,193,750 | | | $1,051,200 | | | $11,421 | | | $7,769,499 | | | $35,000 | | | $12,060,871 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $3,650,000 | | | $1,051,200 | | | $11,421 | | | $8,171,230 | | | $35,000 | | | $12,918,851 | | | | Voluntary Termination or Termination for Cause | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Retirement | | | $— | | | $— | | | $— | | | $7,482,565 | | | $— | | | $7,482,565 | | | | Death and Disability | | | $— | | | $— | | | $— | | | $8,171,230 | | | $— | | | $8,171,230 |
Rodney O. Martin, Jr | | | Involuntary Termination without Cause or
Voluntary Termination for Good Reason (in
Each Case Prior to Change in Control) | | | $7,800,000 | | | $2,565,000 | | | $16,637 | | | $24,899,822 | | | $52,500 | | | $35,333,959 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $9,750,000 | | | $2,565,000 | | | $16,637 | | | $24,899,822 | | | $52,500 | | | $37,283,959 | | | | Termination for Cause | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Retirement or Voluntary Termination Other Than Good Reason | | | $— | | | $— | | | $— | | | $24,899,822 | | | $— | | | $24,899,822 | | | | Death and Disability | | | $— | | | $2,565,000 | | | $— | | | $24,899,822 | | | $— | | | $27,464,822 | Donald C. Templin | | | Involuntary Termination without Cause (Prior to Change in Control) | | | $4,200,000 | | | $199,890 | | | $— | | | $— | | | $35,000 | | | $4,434,890 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $4,800,000 | | | $199,890 | | | $— | | | $— | | | $35,000 | | | $5,034,890 | | | | Voluntary Termination or Termination for Cause | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Retirement | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Death and Disability | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | Heather Lavallee | | | Involuntary Termination without Cause (Prior to Change in Control) | | | $4,749,063 | | | $1,784,813 | | | $15,880 | | | $7,768,585 | | | $35,000 | | | $14,353,340 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $5,427,500 | | | $1,784,813 | | | $15,880 | | | $10,076,366 | | | $35,000 | | | $17,399,558 | | | | Voluntary Termination or Termination for Cause | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Retirement | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Death and Disability | | | $— | | | $— | | | $— | | | $10,076,366 | | | $— | | | $10,076,366 | Christine Hurtsellers | | | Involuntary Termination without Cause (Prior to Change in Control) | | | $4,375,000 | | | $1,781,250 | | | $15,880 | | | $7,399,153 | | | $35,000 | | | $13,606,283 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $5,000,000 | | | $1,781,250 | | | $15,880 | | | $7,889,843 | | | $35,000 | | | $14,721,973 | | | | Voluntary Termination or Termination for Cause | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Retirement | | | $— | | | $— | | | $— | | | $7,399,153 | | | $— | | | $7,399,153 | | | | Death and Disability | | | $— | | | $— | | | $— | | | $7,899,843 | | | $— | | | $7,889,843 | Charles P. Nelson | | | Involuntary Termination without Cause (Prior to Change in Control) | | | $3,577,000 | | | $1,248,300 | | | $9,332 | | | $8,660,989 | | | $35,000 | | | $13,530,622 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $4,088,000 | | | $1,248,300 | | | $9,332 | | | $9,219,442 | | | $35,000 | | | $14,600,074 | | | | Voluntary Termination or Termination for Cause | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Retirement | | | $— | | | $— | | | $— | | | $6,916,826 | | | $— | | | $6,916,826 | | | | Death and Disability | | | $— | | | $— | | | $— | | | $9,219,442 | | | $— | | | $9,219,442 |
Michael S. Smith(6) | | | Involuntary Termination without Cause (Prior to Change in Control) | | | $3,675,000 | | | $1,162,420 | | | $11,059 | | | $8,924,105 | | | $35,000 | | | $13,807,585 |
(1)
| All amounts assume that the triggering event took place on December 31, 20202022, and the price per share of the CompanyVoya common stock was $58.81. As of$61.49 (the closing stock price on December 31, 2020, Mr. Martin and Mr. Nelson were the only NEOs eligible for retirement.30, 2022). There are no change in control provisions that would affect the level of benefits payable from the pension plans. |
TABLE OF CONTENTS
(2)
| Under the terms of his employment agreement, Mr. Martin would receive a lump sum cash severance payment. Under the terms of the Voya Financial, Inc. Severance Plan for Senior Managers and subject to each executive’s execution of a release, the Company would make lump sum cash severance payments to Mr. Smith, Ms. Hurtsellers and Mr. Nelson.all other NEOs. |
(3)
| Annual Incentive amount equals target award multiplied by a performance factor of 96%95% for 2020.2022. For Mr. Templin, the amount shown has been prorated to reflect his hire date of November 14, 2022. For Mr. Smith, the amount shown has been prorated to reflect his separation date of November 15, 2022. |
(4)
|
Voya 2023 Proxy Statement | | | 72 |
TABLE OF CONTENTS (4)
| As of December 31, 2022, Mssrs. Martin, Templin, Nelson and Ms. Hurtsellers are retirement eligible under Voya's Long-Term Incentive Plan. Treatment and valuation of previously granted equity upon termination would be in accordance with the terms and conditions of individual equity award agreements. |
(5)
| All NEOs are eligible for the Company’s executive outplacement program which provides a benefit for up to 12 months post- terminationpost-termination at a fixed cost to the Company of $35,000 per executive. The benefit for the CEO is extended tofor 18 months at a total cost of $52,500. |
Margaret M. Parent departed the Company effective January 31, 2021. She received payments in accordance with the terms of the Severance Plan of $4,129,510, following her execution of a release. She will be subject to the following restrictive covenants (i) non-competition with the Company for one year, (ii) non-solicitation of the Company’s employees and agents for a period of one year; (iii) non-solicitation of the Company’s customers and prospective customers for a period of one year; and (iv) certain confidentiality and cooperation provisions. Ms. Parent was eligible for retirement treatment under the Omnibus Plan. Her outstanding equity awards as of December 31, 2020 were valued at $3,342,819 and continue to vest in accordance with their original terms.(6)
| Mr. Smith separated from Voya effective November 15, 2022. |
Employee X | | | $90,000 | | | $11,000 | | | n/a | | | n/a | | | $1,141 | | | $4,725 | | | $106,866 | | | 137 | CEO | | | $1,200,000 | | | $2,800,000 | | | $10,314,325 | | | n/a | | | $44,291 | | | $318,267 | | | $14,676,883 | | | — |
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to annually disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our Chief Executive Officer.CEO. The annual total compensation for 20202022 for our CEO was $13,597,008$14,676,883 and for the median employeeemployee* was $117,545.$106,866. The resulting ratio of our CEO’s annual total compensation to the annual total compensation of our median employee for 20202022 was 116137 to 1. To identify the median of the annual total compensation of our employees (excluding our CEO), we used target total direct compensation, which includes base salary, target annual cash incentive and target long-term equity incentive, as the consistently applied compensation measure. We included all of our U.S. full-time and part-time employees as well as seasonal and temporary workers whose compensation was determined by us, in each case employed with us as of December 31, 2020.2022. We excluded all of our non-U.S. employees (who represent less than 5% of our entire work force) as permitted under the applicable SEC de minimis rule. Compensation for employees with a partial year of service was not annualized and no assumptions, adjustments or estimates were applied. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. TABLE OF CONTENTS
REPORT OF OUR COMPENSATION, BENEFITS AND BENEFITSTALENT MANAGEMENT COMMITTEE Our Compensation, Benefits and BenefitsTalent Management Committee reviewed the Compensation Discussion and Analysis (CD&A), as prepared by the management of the Company, and discussed the CD&A with the management of the Company. Based on the Compensation, Benefits and BenefitsTalent Management Committee’s review and discussions, the Committee recommended to the boardBoard that the CD&A be included in this proxy statement. Compensation, Benefits and BenefitsTalent Management Committee:
Ruth Ann M. Gillis (Chair)
Lynne Biggar
Yvette S. Butler
Hikmet Ersek
Aylwin B. Lewis
Joseph V. Tripodi
David Zwiener Voya 2023 Proxy Statement | | | 73 |
TABLE OF CONTENTS NON-EMPLOYEE DIRECTOR COMPENSATION Overview In order to attract and retain highly qualified directors to represent shareholders, our philosophy is to set compensation to be within a competitive range of non-employee director pay at comparable companies. Annually, the Nominating, Governance and GovernanceSocial Responsibility Committee reviews peer group data to understand market practices for director compensation with the assistance of its independent third partythird-party compensation consultant, Pay Governance LLC. Our non-employee director compensation is compared to that of companies in the Comparison Group described on page 3246 of this proxy statement. The Nominating, Governance and GovernanceSocial Responsibility Committee uses the approximate median of the Comparison Group’s director compensation as a reference point for setting director compensation. The most recent competitive pay study was completed in July 2020.2022. Based on the analysis of the Comparison Group data, our non-employee director compensation is at the middle of the market and the Nominating and Governance Committee recommended no changes to the non-employee director compensation in 2020.Annual Cash Retainer
The annual cash retainer for each non-employee director is $105,000. The additional cash retainer for membership of all committees (except committee chairs) is $10,000. The additional cash retainer for the chair of the Audit Committee is $30,000, the additional cash retainer for the chairs of the Compensation and Benefits Committee and the Nominating and Governance Committee is $20,000 and the additional cash retainer for the chairs of the Risk, Investment and Finance Committee and the Technology, Innovation and Operations Committee is $15,000. The lead director receives an additional cash retainer of $25,000.
Equity Compensation
Each non-employee director receives an annual equity grant of time-vested RSUs equal in value to $140,000 and subject to the stock ownership guidelines described below. Stock grants are made on the date of the annual meeting of shareholders at which a director is elected or re-elected to serve on the Board. For RSUs granted in 2013 and 2014, 50% of the RSUs vest on the second anniversary of the grant date, and 25% on each ofeffective the third and fourth such anniversaries. For RSUs granted in 2015 and 2016, 1/3 of the RSUs vest on each of the first, second and third anniversaries of the grant date. For RSUs granted in 2017 and later, the full amount vested on the first anniversary of the grant date.quarter 2022.
Director Compensation Deferral
In 2015, we adopted a deferred cash fee plan pursuant to which non-employee directors may elect to defer all or a portion of their cash director fees either into a cash account or into an account in the form of our common stock and receive amounts deferred upon the earlier of the in-service distribution date designated by the director and the date on which the director first ceases to be a director of the Company. Directors may elect to receive their distributions either in a single lump sum or in quarterly or annual installments over a period of five or tenAnnual Cash Retainer | | |
| | | The annual cash retainer for each non-employee director is $105,000. The additional cash retainer for membership of all committees (except committee chairs) is $10,000. The additional cash retainer for the chair of the Audit Committee is $30,000, the additional cash retainer for the chair of the Compensation, Benefits and Talent Management Committee, the Nominating, Governance and Social Responsibility Committee, the Risk, Investment and Finance Committee and the Technology, Innovation and Operations Committee, respectively, is $20,000*. The Lead Director receives an additional cash retainer of $40,000. | Equity Compensation | | | | | | Each non-employee director receives an annual equity grant of time-vested RSUs equal in value to $150,000** and subject to the stock ownership guidelines described below. Stock grants are made on the date of the annual meeting of shareholders at which a director is elected or re-elected to serve on the Board. For RSUs granted in 2017 and later, the full amount vested on the first anniversary of the grant date. | Director Compensation Deferral | | | | | | In 2015, we adopted a deferred cash fee plan pursuant to which non-employee directors may elect to defer all or a portion of their cash director fees either into a cash account or into an account in the form of our common stock and receive amounts deferred upon the earlier of the in-service distribution date designated by the director and the date on which the director first ceases to be a director of the Company. Directors may elect to receive their distributions either in a single lump sum or in quarterly or annual installments over a period of five or 10 years. | Stock Ownership Guidelines | | | | | | Our non-employee directors are required to own Company stock in an amount that is five times the annual board cash fees no later than the fifth anniversary from the director’s initial election or appointment to the Board. For purposes of satisfying this ownership requirement, “Company stock” shall be deemed to include only (i) shares of Company common stock beneficially owned by the director and (ii) restricted stock units (vested and unvested) in respect of Company common stock awarded to the director. As of our latest measurement date (March 31, 2023), all of our non-employee directors (other than Mses. Butler and DeRose who joined the Board in 2021 and 2019, and Messrs. Bowman, Ersek and Lewis, who joined the Board in 2023, 2023 and 2020, respectively) met the required ownership guideline level. |
*
| The additional cash retainers for the chairs of the Risk, Investment and Finance Committee and the Technology, Innovation and Operations Committee was increased from $15,000, effective July 28, 2022, by approval of the Nominating, Governance and Social Responsibility Committee. |
**
| Increase from $140,000, to be effective with 2023 grant. |
-54-Voya 2023 Proxy Statement | | | 74 |
TABLE OF CONTENTS Stock Ownership Guidelines
Our non-employee directors are required to own Company stock in an amount that is five times the annual board cash fees by the later of March 2020 or the fifth anniversary from the director’s initial election or appointment to the board. As of our latest measurement date (March 31, 2020), all of our non-employee directors (other than Ms. Butler, Ms. DeRose and Mr. Lewis who joined the Board in 2021, 2019 and 2020, respectively) met the required ownership guideline level.
Director Summary Compensation Table The chart below indicates the elements and total value of cash compensation and of RSUs granted to each non-employee director for services performed in 2020.2022. Pursuant to SEC rules, this table includes equity awards granted during 2020,2022, and excludes equity awards granted in 20212023 in respect of 20202022 service. Cash amounts, however, reflect amounts paid in respect of 20202022 service, even if paid during 2021.2023. Lynne Biggar | | | $145,000 | | | $139,986 | | | $6,022 | | | $291,008 | Jane P. Chwick | | | $137,973 | | | $139,986 | | | $18,500 | | | $296,459 | Kathleen DeRose | | | $139,500 | | | $139,986 | | | $10,000 | | | $289,486 | Ruth Ann M. Gillis | | | $145,000 | | | $139,986 | | | $25,000 | | | $309,986 | J. Barry Griswell(4) | | | $63,697 | | | $139,986 | | | $12,500 | | | $216,183 | Aylwin B. Lewis(5) | | | $23,112 | | | $23,328 | | | $— | | | $46,440 | Byron H. Pollitt, Jr. | | | $150,000 | | | $139,986 | | | $25,000 | | | $314,986 | Joseph V. Tripodi | | | $130,000 | | | $139,986 | | | $25,000 | | | $294,986 | David Zwiener | | | $165,000 | | | $139,986 | | | $25,000 | | | $329,986 |
Lynne Biggar | | | $113,125 | | | $110,802 | | | $16,600 | | | $240,527 | Yvette S. Butler | | | $135,000 | | | $139,954 | | | $12,500 | | | $287,454 | Jane P. Chwick | | | $142,500 | | | $139,954 | | | $12,000 | | | $294,454 | Kathleen DeRose | | | $152,500 | | | $139,954 | | | $15,000 | | | $307,454 | Ruth Ann M. Gillis | | | $145,000 | | | $139,954 | | | $25,000 | | | $309,954 | Aylwin B. Lewis | | | $135,000 | | | $139,954 | | | $25,000 | | | $299,954 | Byron H. Pollitt, Jr. | | | $155,000 | | | $139,954 | | | $25,000 | | | $319,954 | Joseph V. Tripodi | | | $145,000 | | | $139,954 | | | $25,000 | | | $309,954 | David Zwiener | | | $185,000 | | | $139,954 | | | $25,000 | | | $349,954 |
(1)
| Certain directors elected to defer the cash portion of their Director Fees for 20202022 under the Director Compensation Deferral Plan adopted in 2015 which is described above. |
(2)
| Amounts in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718. |
(3)
| Amounts in this column represent matching charitable contributions (maximum of $25,000 per year) made by the companyCompany on behalf of each Director. For a description of our matching gifts program and our community investments, please see Part I – Corporate Responsibility –I—Human Capital— Community Investment. |
(4)
| Mr. Griswell passed away in June 2020. |
(5)
| Mr. Lewis joined the Board on October 29, 2020. |
Director Equity Awards Table The following table sets forth outstanding equity awards held by each non-employee Director as of December 31, 2022. Lynne Biggar | | | 18,7141,642
| Yvette Butler | | | 3,505 | Jane P. Chwick | | | 20,00120,922
| Kathleen DeRose | | | 3,7327,953
| Ruth Ann M. Gillis | | | 16,54520,766
| Aylwin B. Lewis | | | 4864,221
| Byron H. Pollitt, Jr. | | | 16,54520,766
| Joseph V. Tripodi | | | 17,40516,179
| David Zwiener | | | 24,02526,099
|
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION There are no interlocking relationships between any member of our Compensation, Benefits and BenefitsTalent Management Committee and any of our executive officers that require disclosure under the applicable rules promulgated under the federal securities laws. -55-Voya 2023 Proxy Statement | | | 75 |
TABLE OF CONTENTS Part III: Audit-Related Matters
Agenda ItemProposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm The Audit Committee of the board of directorsBoard is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm, which is retained to audit the Company’s financial statements. The Audit Committee determines and approves the audit fees paid to Ernst & Young LLP. Further, our Audit Committee approves in advance all services rendered by Ernst & Young LLP to us and our consolidated subsidiaries, either on an individual basis or pursuant to our pre-approval policy. These services include audit, audit-related services (including attestation reports, employee benefit plan audits, accounting and technical assistance, and risk and control services) and tax services.
In order to assure continuing auditor independence, the Audit Committee periodically evaluates the qualifications, performance, and independence of the Company’s independent registered public accounting firm before determining to renew its engagement. Further, in connection with the rotation of our independent registered public accounting firm’s lead engagement partner mandated by the rules of the SEC and the U.S. Public Company Accounting Oversight Board (PCAOB), our Audit Committee is directly involved in the selection of Ernst & Young LLP’s lead engagement partner. In 2020, pursuant to the mandated rotation, a new lead engagement partner will assume responsibilities with respect to the Company’s financial statements and other services provided to the Company. Members of the Audit Committee were deeply engaged in the process of selecting the new lead engagement partner, including conducting one-on-one meetings with the lead engagement partner candidate prior to the final selection.
| ▪ | The Audit Committee determines and approves the audit fees paid to Ernst & Young LLP. Further, our Audit Committee approves in advance all services rendered by Ernst & Young LLP to us and our consolidated subsidiaries, either on an individual basis or pursuant to our pre-approval policy. These services include audit, audit-related services (including attestation reports, accounting and technical assistance and risk and control services) and tax services. |
| ▪ | In order to assure continuing auditor independence, the Audit Committee periodically evaluates the qualifications, performance and independence of the Company’s independent registered public accounting firm before determining whether to renew its engagement. Further, in connection with the rotation of our independent registered public accounting firm’s lead engagement partner, as mandated by the rules of the SEC and the U.S. Public Company Accounting Oversight Board (PCAOB), our Audit Committee is directly involved in the selection of Ernst & Young LLP’s lead engagement partner. |
In particular, our Audit Committee considered the following factors in evaluating Ernst & Young LLP and its lead engagement partner: ✔
▪ | Knowledge, technical skills of the firm, the lead engagement partner and the audit team, including local engagement teams; |
✔
▪ | Communication with management and the Audit Committee regarding: a)(a) the audit plan and the engagement team, b)(b) potential and emerging issues and risks, c)(c) consultations with the national practice office, if any, d)(d) internal control matters, e)(e) required communications and f)(f) rotation plan for the lead engagement partner; |
✔
▪ | Responsiveness/services related to the Company’s business requirements such as quality and timeliness, responsiveness to changes in business and/or risks, assignment of appropriate resources to meet transaction timeliness and competitiveness of fees/value for services renderedrendered; and |
✔
▪ | Demonstration of independence, objectivity and professional skepticism by maintaining respectful but questioning approach, demonstrating independence in fact and in appearance, dealing with issues in a forthright manner and communicating potential independence issues with the Company and the Audit Committee, if any. |
The Audit Committee also reviews and approves our policy on external auditor independence. This policy sets forth appointment, independence and responsibilities of the external auditor, as well as permitted services and the procedure for pre- approvalpre-approval of services. Based on the foregoing, the members of our Audit Committee and our boardBoard believe that the continued retention of Ernst & Young LLP as our independent registered public accounting firm is in the best interests of the Company and its shareholders. As a result, our Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for 2021.2023. We are asking shareholders to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm, although such TABLE OF CONTENTS
ratification is not a legal requirement of, or condition to, such appointment. If our shareholders do not ratify the appointment, our Audit Committee will reconsider its retention of Ernst & Young LLP, but will not necessarily revoke their appointment as the Company’s independent registered public accounting firm. Similarly, even if ratified by our shareholders, our Audit Committee may determine to appoint a different firm at any time during the year if it determines that such a change would be in the interests of our Company and its shareholders. A representative of Ernst & Young LLP is expected to participate in our Annual Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions from shareholders. Voya 2023 Proxy Statement | | | 76 |
TABLE OF CONTENTS Accordingly, the following resolution will be presented at our Annual Meeting: RESOLVED, that the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the purposes of the audit of the Company’s financial statements for the year ending December 31, 2021,2023, is hereby APPROVED. Board Recommendation: Our board of directorsBoard unanimously recommends that the shareholders vote FOR the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm. MEMBERSHIP OF OUR AUDIT COMMITTEE The Audit Committee of our board of directorsBoard currently consists of Byron H. Pollitt, Jr.*, who serves as chairman, Lynne Biggar, Stephen Bowman, Kathleen DeRose, Ruth Ann M. Gillis and Aylwin B. Lewis, each of whom is an independent director. Yvette Butler will replace Ms. Biggar upon her departure. Our board of directorsBoard has determined that each member of our Audit Committee is financially literate, as such term is defined under the rules of the NYSE, and that, in addition to other members,Mr. Bowman, Ms. Gillis, Mr. Lewis, and Mr. Pollitt qualifieseach qualify as an “audit committee financial expert”, as such term is defined in Item 407(d)(5) of Regulation S-K of the SEC. REPORT OF OUR AUDIT COMMITTEE Responsibility for the preparation, presentation and integrity of the Company’s financial statements, for its accounting policies and procedures, and for the establishment and effectiveness of internal controls and procedures lies with the Company’s management. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s annual financial statements and of its internal control over financial reporting in accordance with the standards of the PCAOB, and for expressing an opinion as to the conformity of the Company’s financial statements with generally accepted accounting principles and the effectiveness of its internal control over financial reporting. The independent registered public accounting firm has free access to the Audit Committee to discuss any matters it deems appropriate. In performing its oversight role, the Audit Committee has considered and discussed the audited financial statements with each of management and the independent registered public accounting firm. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by applicable requirements of the PCAOB. The Audit Committee has received the written disclosures from the independent registered public accounting firm in accordance with the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s independence and has discussed with the independent registered public accounting firm such firm’s independence. The Audit Committee approves in advance all audit and any non-audit services rendered by Ernst & Young LLP to us and our consolidated subsidiaries. Based on the reports and discussions discussed above, the Audit Committee recommended to the board of directorsBoard that the audited financial statements of the Company for the year ended December 31, 20202022 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.2022. TABLE OF CONTENTS
Additional information about the Audit Committee and its responsibilities may be found beginning on page 1328 of this proxy statement and the Audit Committee Charter is available on the Company’s website in the Investor Relations section. Audit Committee:
Byron H. Pollitt, Jr., Chairman
Chairman*
Lynne Biggar
Stephen Bowman
Kathleen DeRose
Ruth Ann M. Gillis
Aylwin B. Lewis *
| Byron H. Pollitt, Jr. will not be standing for re-election at the Annual Meeting and will step down from the Board upon the election of the Directors at the Annual Meeting. Ruth Ann M. Gillis, who is currently a member of the Audit Committee, will serve as Chair of the Audit Committee effective as of the date of the Annual Meeting. |
Voya 2023 Proxy Statement | | | 77 |
TABLE OF CONTENTS FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The following table provides information about fees payable by us to Ernst & Young LLP for each of 20202022 and 2019.2021. Audit fees | | | $16.9 | | | $13.8 | Audit-related fees(1) | | | $1.8 | | | $1.5 | Tax fees(2) | | | $2.0 | | | $1.3 | All other fees | | | $0 | | | $0 |
Audit fees(1) | | | $17.3 | | | $12.6 | Audit-related fees(2) | | | $1.6 | | | $1.6 | Tax fees(3) | | | $1.9 | | | $1.0 | All other fees | | | $0 | | | $0 |
(1)
| Includes fees for the audits of the Company’s annual consolidated financial statements, audits of subsidiaries and audits of certain managed investment funds. |
(2)
| Includes the audit of the financial statements of employee benefit plans, service organization control reports and accounting consultations. |
(2)
(3)
| Includes tax compliance services provided to the Company and to consolidated investment funds, and routine tax advisory services. |
All services were approved by the Audit Committee. The charter of our Audit Committee provides that the Audit Committee pre-approves all audit and any non-audit services rendered to us by our independent registered public accounting firm. The Audit Committee has adopted a pre-approval policy pursuant to which certain categories of engagements have been pre-approved without specific prior identification to the Audit Committee. -58-Voya 2023 Proxy Statement | | | 78 |
TABLE OF CONTENTS Part IV: Certain Relationships and Related PartyRelated-Party Transactions
RELATED PARTYRELATED-PARTY TRANSACTION APPROVAL POLICY Our board of directorsBoard has adopted a written related partyrelated-party transaction approval policy pursuant to which the Nominating, Governance and GovernanceSocial Responsibility Committee of our board of directorsBoard reviews and approves or takes such other action as it may deem appropriate with respect to the following transactions: a transaction in which we or one or more of our subsidiaries is a participant and which involves an amount exceeding $120,000 and in which any of our directors, executive officers, or 5% shareholders or any other “related person” as defined in Item 404 of Regulation S-K (“Item 404”), has or will have a direct or indirect material interest; and
any other transaction that meets the related party disclosure requirements of the SEC as set forth in Item 404.
| ▪ | A transaction in which we or one or more of our subsidiaries is a participant and which involves an amount exceeding $120,000 and in which any of our directors, executive officers, or 5% shareholders or any other “related person” as defined in Item 404 of Regulation S-K (Item 404), has or will have a direct or indirect material interest; and |
| ▪ | Any other transaction that meets the related party disclosure requirements of the SEC as set forth in Item 404. |
The policy provides that an investment by a director or executive officer in a fund or other investment vehicle sponsored or managed by the Company or by one or more of its subsidiaries shall not be deemed to be a related partyrelated-party transaction if: such investment is made pursuant to the Company’s 401(k) plan, Deferred Compensation Savings Plan or any other similar type of Company-sponsored employee or director plan; or
such investment is made on terms and conditions that are (i) in all material respects not more favorable to such director or executive officer than are available to investors that are not employed by or affiliated with the Company or any of its subsidiaries or (ii) subject to certain exceptions, are consistent in all material respects with those offered to one or more classes of employees of the Company or any of its subsidiaries who are not executive officers of the Company.
| ▪ | Such investment is made pursuant to the Company’s 401(k) plan, Deferred Compensation Savings Plan or any other similar type of Company-sponsored employee or director plan; or |
| ▪ | Such investment is made on terms and conditions that are (i) in all material respects not more favorable to such director or executive officer than are available to investors that are not employed by or affiliated with the Company or any of its subsidiaries or (ii) subject to certain exceptions, are consistent in all material respects with those offered to one or more classes of employees of the Company or any of its subsidiaries who are not executive officers of the Company. |
Certain of our directors and executive officers may from time to time invest their personal funds in funds or other investment vehicles that we or one or more of our subsidiaries manage or sponsor. These investments are made on substantially similar terms and conditions as other similarly-situatedsimilarly situated investors in these funds or investment vehicles who are not employed or affiliated with the Company or any of its subsidiaries. In addition, from time to time our directors and executive officers may engage in transactions in the ordinary course of business involving other services and products we offer, such as insurance and retirement services, on terms similar to those extended to customers that are not employed or affiliated with the Company or any of its subsidiaries. This policy sets forth factors to be considered by the Nominating, Governance and GovernanceSocial Responsibility Committee in determining whether to approve any such transaction, including the nature of our and our subsidiaries’ involvement in the transaction, whether we or our subsidiaries have demonstrable business reasons to enter into the transaction, whether the transaction would impair the independence of a director and whether the proposed transaction involves any potential reputational or other risk issues. To simplify the administration of the approval process under this policy, the Nominating, Governance and GovernanceSocial Responsibility Committee may, where appropriate, establish guidelines for certain types of related party transactions or designate certain types of such transactions that will be deemed pre-approved. This policy also provides that the following transactions are deemed pre-approved: decisions on compensation or benefits or the hiring or retention of our or any of our subsidiaries’directors or executive officers, if approved by the applicable board committee;
the indemnification and advancement of expenses pursuant to our amended and restated certificate of incorporation, by- laws or an indemnification agreement; and
transactions where the related person’s interest or benefit arises solely from such person’s ownership of our securities and holders of such securities receive the same benefit on a pro rata basis.
TABLE OF CONTENTS
| ▪ | Decisions on compensation or benefits or the hiring or retention of our or any of our subsidiaries’ directors or executive officers, if approved by the applicable board committee; |
| ▪ | The indemnification and advancement of expenses pursuant to our amended and restated certificate of incorporation, by-laws or an indemnification agreement; and |
| ▪ | Transactions where the related person’s interest or benefit arises solely from such person’s ownership of our securities and holders of such securities receive the same benefit on a pro rata basis. |
A director onmember of the Nominating, Governance and GovernanceSocial Responsibility Committee who has an interest in a related partyrelated-party transaction being considered by the Nominating, Governance and GovernanceSocial Responsibility Committee will not participate in the consideration of that transaction unless requested by the chairperson of the Nominating, Governance and GovernanceSocial Responsibility Committee. Voya 2023 Proxy Statement | | | 79 |
TABLE OF CONTENTS Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of a registered class of the Company’s equity securities (collectively, the “Reporting Persons”), to file with the SEC initial reports of stock ownership and reports of changes in ownership of common stock and other equity securities of the Company. All Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us and upon written representations of the Reporting Persons received by us, we believe that there has been compliance with all Section 16(a) filing requirements applicable to such Reporting Persons with respect to fiscal year 2022, except that, due to administrative oversight, one Form 3 reporting the holdings of 2,633 restricted stock units was filed late on July 5, 2022. Voya 2023 Proxy Statement | | | 80 |
TABLE OF CONTENTS BENEFICIAL OWNERSHIP OF CERTAIN HOLDERS The following table presents information as of March 30, 202129, 2023 regarding the beneficial ownership of our common stock by: all persons known by us to own beneficially more than 5% of our common stock;
each of our named executive officers, current directors and new director nominee as of such date; and
all current executive officers, current directors and new director nominee as a group.
| ▪ | All persons known by us to own beneficially more than 5% of our common stock; |
| ▪ | Each of our named executive officers, current directors and new director nominee as of such date; and |
| ▪ | All current executive officers, current directors and new director nominee as a group. |
Unless otherwise indicated, the address of each beneficial owner presented in the table below is c/o Voya Financial, Inc., 230 Park Avenue, New York, New York 10169. The Vanguard Group(1)
100 Vanguard Blvd.
Malvern, PA 19355
| | | 11,101,439 | | | — | | | 8.79% | | | | | | | Franklin Mutual Advisers, LLC(2)
101 John F. Kennedy Parkway
Short Hills, NJ 07078
| | | 9,738,348 | | | — | | | 7.7% | | | | | | | BlackRock, Inc.(3)
55 East 52nd Street
New York, NY 10055
| | | 7,580,175 | | | — | | | 6.0% | | | | | | | The Bank of New York Mellon Corporation(4)
240 Greenwich Street
New York, NY 10286
| | | 6,439,847 | | | — | | | 5.1% | | | | | | | Named executive officers, current directors and new director nominee
(14 persons)
| | | | | | | | | | | | | | | | Rodney O. Martin, Jr.(4) | | | 361,924 | | | 158,900 | | | * | | | 427,733 | | | 948,557 | Michael S. Smith | | | 177,865 | | | 146,787 | | | * | | | 128,586 | | | 453,238 | Christine Hurtsellers | | | 93,510 | | | 75,287 | | | * | | | 113,319 | | | 282,116 | Charles P. Nelson | | | 154,928 | | | 146,787 | | | * | | | 128,212 | | | 429,927 | Margaret M. Parent | | | 43,505 | | | 35,587 | | | * | | | 56,841 | | | 135,933 | Lynne Biggar | | | 18,472 | | | — | | | * | | | 3,300 | | | 21,772 | Yvette S. Butler | | | — | | | — | | | — | | | — | | | — | Jane P. Chwick | | | 16,701 | | | — | | | * | | | 3,300 | | | 20,001 | Kathleen DeRose | | | 432 | | | — | | | * | | | 3,300 | | | 3,732 | Ruth Ann M. Gillis | | | 20,407 | | | — | | | * | | | 6,536 | | | 26,943 | Aylwin Lewis | | | — | | | — | | | * | | | 486 | | | 486 | Byron Pollitt, Jr | | | 17,245 | | | — | | | * | | | 3,300 | | | 20,545 | Joseph V. Tripodi | | | 17,605 | | | — | | | * | | | 3,300 | | | 20,905 | David Zwiener | | | 25,825 | | | — | | | * | | | 3,300 | | | 29,125 | All current executive officers and directors (20 persons) | | | 1,067,877 | | | 726,508 | | | 1.47% | | | 1,133,063 | | | 2,927,448 |
The Vanguard Group(1)
100 Vanguard Blvd.
Malvern, PA 19355 | | | 9,772,912 | | | — | | | 10.06% | | | | | | | Franklin Mutual Advisers, LLC(2)
101 John F. Kennedy Parkway
Short Hills, NJ 07078 | | | 7,522,961 | | | — | | | 7.7% | | | | | | | BlackRock, Inc.(3)
55 East 52nd Street
New York, NY 10055 | | | 11,774,232 | | | — | | | 12.1% | | | | | | | The Bank of New York Mellon Corporation(4)
240 Greenwich Street
New York, NY 10286 | | | 4,870,757 | | | — | | | 5.01% | | | | | | | Wellington Management Group LLP(5)
280 Congress Street
Boston, MA 02210 | | | 6,946,822 | | | — | | | 7.15% | | | | | | | Ameriprise Financial, Inc.(6)
145 Ameriprise Financial Center
Minneapolis, MN 55474 | | | 5,013,868 | | | — | | | 5.16% | | | | | | | Named executive officers, current directors
and new director nominee
(16 persons) | | | | | | | | | | | | | | | | Rodney O. Martin, Jr.(7) | | | 156,268 | | | 158,900 | | | * | | | 416,025 | | | 731,193 | Donald Templin | | | 40,898 | | | | | | | | | 40,898 | | | | Christine Hurtsellers | | | 29,645 | | | 110,874 | | | * | | | 40,898 | | | 259,079 | Charles P. Nelson | | | 203,024 | | | 182,374 | | | * | | | 104,975 | | | 490,373 | Heather Lavallee | | | 14,064 | | | — | | | * | | | 201,619 | | | 215,683 | Lynne Biggar | | | 14,685 | | | — | | | * | | | 3,868 | | | 18,553 | Stephen Bowman | | | — | | | — | | | — | | | — | | | — | Yvette S. Butler | | | — | | | — | | | — | | | 3,505 | | | 3,505 | Jane P. Chwick | | | 3,300 | | | — | | | * | | | 20,922 | | | 24,222 | Kathleen DeRose | | | — | | | — | | | * | | | 7,953 | | | 7,953 | Hikmet Ersek | | | — | | | — | | | — | | | — | | | — | Ruth Ann M. Gillis | | | 7,162 | | | — | | | * | | | 25,486 | | | 32,648 | Aylwin B. Lewis | | | 486 | | | — | | | * | | | 4,221 | | | 4,707 | Byron H. Pollitt, Jr | | | 4,000 | | | — | | | * | | | 20,766 | | | 24,766 | Joseph V. Tripodi | | | 8,947 | | | — | | | * | | | 16,179 | | | 25,126 | David Zwiener | | | 7,247 | | | — | | | * | | | 26,099 | | | 33,346 | All current executive officers and directors
(16 persons) | | | 448,808 | | | 634,522 | | | 1.44% | | | 1,003,123 | | | 1,083,330 |
-60-Voya 2023 Proxy Statement | | | 81 |
TABLE OF CONTENTS (1)
| Based on information as of December 31, 20202022, contained in a Schedule 13G/A filed with the SEC on February 10, 20212023, by The Vanguard Group. The Schedule 13G/A indicates that The Vanguard Group has sole voting power with respect to none of these shares, shared voting power with respect to 127,81155,060 of these shares, sole dispositive power with respect to 10,795,8329,548,069 of these shares and shared dispositive power with respect to 305,607224,843 of these shares. |
(2)
| Based on information as of December 31, 20202022, contained in a Schedule 13G/A filed with the SEC on February 4, 2021January 31, 2023, by Franklin Mutual Advisers, LLC. The Schedule 13G/A indicates that Franklin Mutual Advisers, LLC has sole voting power and sole dispositive power with respect to all 9,738,3487,522,961 shares. |
(3)
| Based on information as of December 31, 20202022, contained in a Schedule 13G/A filed with the SEC on February 1, 2021January 30, 2023, by BlackRock, Inc. The Schedule 13G/A indicates that BlackRock, Inc. has sole voting power with respect to 6,523,74210,943,099 of these shares and sole dispositive power with respect to all 7,580,17511,774,232 shares. |
(4)
| Based on information as of December 31, 20202022, contained in a Schedule 13G filed with the SEC on February 1, 2021January 27, 2023, by The Bank of New York Mellon Corporation. The Schedule 13G indicates that The Bank of New York Mellon Corporation has sole voting power with respect to 5,906,5634,519,388 of these shares, shared voting power with respect to 73,96453,963 of these shares, sole dispositive power with respect to 6,152,5943,647,869 of these shares and shared dispositive power with respect to 287,2231,222,888 of these shares. |
(4)
(5)
| Based on information as of December 31, 2022, contained in a Schedule 13G filed with the SEC on February 6, 2022, by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP (together, the “Wellington Companies”). The Schedule 13G indicates that Wellington Companies have sole voting power with respect to none of these shares, shared voting power with respect to 6,658,491 of these shares, sole dispositive power with respect to none of these shares. The Schedule 13G also indicates that Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP have shared dispositive power with respect to 6,946,822 and Wellington Management Company LLP has shared dispositive power with respect to 6,733,452 of these shares. |
(6)
| Based on information as of December 31, 2022, contained in a Schedule 13G filed with the SEC on February 14, 2023. The Schedule 13G indicates that Ameriprise Financial, Inc. has sole voting power with respect to none of these shares, shared voting power with respect to 4,914,062 of these shares, sole dispositive power with respect to none of these shares and shared dispositive power with respect to 5,013,868 of these shares. |
(7)
| Includes 100,000 shares held by the Rodney O. Martin Jr. 2006 Irrevocable Insurance Trust, an estate planning trust for the benefit of certain members of Mr. Martin’s family. |
(5)
(8)
| Amounts include, for directors, vested RSUs awarded as compensation. See “Part II: Compensation Matters—Non-EmployeeMatters-Non-Employee Director Compensation—DirectorCompensation-Director Equity Awards.” |
(6)
(9)
| Amounts include, for directors and executive officers, unvested RSUs and deferred stock units issued pursuant to deferred compensation plan arrangements. For executive officers, amounts also include unvested PSUs. The ultimate number of common stock shares earned at vesting of PSUs is formulaically determined, with potential payout value ranging from 0% to 150% depending on the achievement of certain performance factors. |
-61-Voya 2023 Proxy Statement | | | 82 |
TABLE OF CONTENTS Part V: Other Information
Frequently asked questions aboutAsked Questions About our Annual Meeting When and where is our Annual Meeting? We will hold our Annual Meeting on Thursday, May 27, 2021,25, 2023, at 11:00 a.m., Eastern Daylight Time. The Annual Meeting will be conducted entirely over an internet website, at the following address: www.virtualshareholdermeeting.com/VOYA2021,VOYA2023, thus facilitating maximum participation by our shareholders. Who can participate in our Annual Meeting? You are entitled to participate in our Annual Meeting if you were a shareholder of record of Voya Financial, Inc. as of the close of business on March 30, 2021,29, 2023, which we refer to in this proxy statement as the “Record Date”, or if you hold a valid proxy for the Annual Meeting. If you are not a shareholder of record but hold shares as a beneficial owner in street name, you must request a legal proxy from your broker or nominee to participate and vote at the Annual Meeting. How do I attend the Annual Meeting virtually? You may attend the Annual Meeting, vote, and submit a question during the Annual Meeting by visiting www.virtualshareholdermeeting.com/VOYA2021VOYA2023 and using your 16-digit control number to enter the meeting. What if I have trouble participating in the Annual Meeting? The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFiinternet connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. Please allow ample time for online check-in, which will begin at 10:45 a.m., Eastern Daylight Time. If you encounter any difficulties accessing the virtual meeting during the check-in time or during the annual meeting, please call the technical support number that will be posted on www.virtualshareholdermeeting.com/VOYA2021.VOYA2023. How can I submit questions? If you wish to submit a question, you may do so in a few ways. If you want to ask a question before the meeting, you may do so at www.proxyvote.com. You may also access copies of our proxy materials at www.proxyvote.com. If you want to submit your question during the annual meeting, you may submit your question by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/VOYA2021VOYA2023 and type your question into the “Ask a Question” field. Alternatively, a telephone number will be included on the virtual meeting platform and you may ask a question by calling that number. What are the rules of conduct Q&As? We have published rules of conduct Q&As for the annual meeting on www.virtualshareholdermeeting.com/ VOYA2021.VOYA2023. You will find in the rules of conduct: 1) what types of questions will be allowed and answered, 2) the number of questions allowed per shareholder, 3) time guidelines for questions and 4) what happens if we run out of time and there are unanswered questions. 1.
| What types of questions will be allowed and answered; |
2.
| The number of questions allowed per shareholder; |
3.
| Time guidelines for questions; and |
4.
| What happens if we run out of time and there are unanswered questions. |
Will you archive the meeting for future viewing? Yes, we will archive the meeting on our Investorsinvestor relations website at investors.voya.com for future viewing. TABLE OF CONTENTS
Why did I receive this proxy statement? The board of directorsBoard is soliciting proxies to be voted at the Annual Meeting. Under the NYSE rules, the stock exchange on which our common stock is listed, we are required to solicit proxies from our shareholders in connection with any meeting of our shareholders, including the Annual Meeting. Under the rules of the SEC, when our Board asks you for your proxy, it must provide you with a proxy statement and certain other materials (including an annual report to shareholders), containing certain required information. These materials will be first made available, sent or given to shareholders on or about April 13, 2021.11, 2023. Voya 2023 Proxy Statement | | | 83 |
TABLE OF CONTENTS What is included in our proxy materials? Our proxy materials include: This proxy statement;
A notice of our 2021 Annual Meeting of Shareholders (which is attached to this proxy statement); and
Our Annual Report to Shareholders for 2020.
| ▪ | A notice of our 2023 Annual Meeting of Shareholders (which is attached to this proxy statement); and |
| ▪ | Our Annual Report to Shareholders for 2022. |
If you receivedrequest to receive printed versions of these materials by mail (rather than through electronic delivery), these materials will also include a proxy card or voting instruction form. If you received or accessed these materials through the Internet, your proxy card or voting instruction form are available to be filled out and executed electronically. Why didn’t I receive a paper copy of these materials? SEC rules allow companies to deliver a notice of Internet availability of proxy materials to shareholders and provide Internet access to those proxy materials, in lieu of providing paper materials. Shareholders may obtain paper copies of the proxy materials free of charge by following the instructions provided in the notice of Internet availability of proxy materials. What is “householding?” We send shareholdersmay satisfy SEC rules regarding delivery of record atour proxy materials, including our proxy statement, or delivery of the same address oneNotice of Internet Availability of Proxy Materials by delivering a single copy of the proxy materials unless we receive instructions from a shareholder requesting receipt of separate copies of these materials.documents to an address shared by two or more stockholders. If you share the same address as multiple shareholders and would like the Company to send only one copy of future proxy materials, please contact Computershare Trust Company, N.A. (Computershare) at 118 Fernwood Avenue, Edison, NJNew Jersey 08837. You can also contact Computershare to receive individual copies of all documents. You may also contact the Corporate Secretary at Voya Financial, Inc., 230 Park Avenue, New York, New York 10169, Attention: Law Department, Office of the Corporate Secretary or at 212-309-8200.Secretary. What is a proxy? It is your legal designation of another person to vote the stock you own. The other person is called a proxy. When you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. The Company has designated four of the Company’s officers to act as proxies at the Annual Meeting. Who can vote by proxy at the Annual Meeting? Persons who held stock as of the close of business on the Record Date, March 30, 2021,29, 2023, can vote their stock at the annual meeting, either by participating in the online meeting or by executing (manually, telephonically, or electronically) a proxy card or voting instruction form. TABLE OF CONTENTS
What will shareholders vote on at the Annual Meeting? At the Annual Meeting, our shareholders will be asked to cast votes on the following items of business: The election of the nine directors who make up our board of directors;
An advisory vote on the approval of executive compensation; and
A vote to ratify the appointment of Ernst & Young LLP as the Company’s auditors for 2021.
| ▪ | Election of the 12 directors who make up our Board; |
| ▪ | Advisory vote on the approval of executive compensation; and |
| ▪ | Vote to ratify the appointment of Ernst & Young LLP as the Company’s auditors for 2023. |
Will there be any other items of business on the agenda? We do not expect any other items of business because the deadline in our by-laws for shareholder director nominations and other proposals has passed. However, if any other matter should properly come before the meeting, the officers we have designated to act as proxies will vote the stock for which they have received a valid proxy according to their best judgment. How many votes do I have? You will have one vote for every share of common stock of Voya Financial, Inc. that you owned at the close of business on the Record Date, March 30, 2021.29, 2023. Voya 2023 Proxy Statement | | | 84 |
TABLE OF CONTENTS What constitutes a quorum for the Annual Meeting? A majority of the outstanding shares of common stock as of the Record Date must be present, in person or by proxy, at the Annual Meeting for a quorum to exist. On the Record Date, there were 121,188,46498,180,167 shares of common stock outstanding. A quorum must be present before any action can be taken at the Annual Meeting, except an action to adjourn the meeting. What is the difference between holding shares as a shareholder of record and as a beneficial owner of common stock held in “street name”? Shareholder of Record:Record: If your shares of common stock are registered directly in your name with our transfer agent, Computershare, you are considered a “shareholder of record” of those shares. Shares Held in “Street Name”Name”: If your shares of common stock are held in an account at a brokerage firm, bank, broker- dealer or other similar organization (which we refer to in this proxy statement as a “financial intermediary”), then you are a beneficial owner of shares held in street name. In that case, you will have received these proxy materials from the financial intermediary holding your account and, as a beneficial owner, you have the right to direct your financial intermediary as to how to vote the shares held in your account. TABLE OF CONTENTS
How do I vote? The manner in which you cast your vote depends on whether you are a shareholder of record or you are a beneficial owner of shares held in “street name”.name.” In order to vote your shares, you may vote:
| | | By Internet–AdvanceInternet-Advance Voting: | | | www.proxyvote.com | | | www.proxyvote.com | | | | By Internet at our Annual Meeting: | | | www.virtualshareholdermeeting.com/VOYA2021VOYA2023 | | | www.virtualshareholdermeeting.com/ VOYA2021VOYA2023 | | | | By Telephone | | | 1-800-690-6903 | | | 1-800-690-6903 | | | | By Mail: | | | Return a properly executed and dated proxy card in the pre-paid envelope we have provided. | | | Return a properly executed and dated voting instruction form by mail, depending upon the method(s) your financial intermediary makes available. |
To be valid, your vote by Internet, telephone or mail must be received by the deadline specified on the proxy card or voting instruction form, as applicable. How do I revoke my proxy? If you hold your shares in street name, you must follow the instructions of your broker or bank to revoke your voting instructions. Otherwise, you can revoke your proxy by executing a new proxy or by voting at the meeting. How do I vote my shares held in the Company’s 401(k) plans? The trustee of the plans will vote your shares in accordance with the directions you provide by voting on the voting instruction card or the instructions in the email message that notified you of the availability of the proxy materials. If your proxy is not returned or is returned unsigned, the trustee will vote your shares in the same proportion as are all the shares held by the respective plan that are allocated to the participants of such plan for which voting instructions have been received. Voya 2023 Proxy Statement | | | 85 |
TABLE OF CONTENTS How will my shares be voted if I do not give specific voting instructions? The voting of shares for which a proxy has been executed, dated and delivered, but for which no specific voting instructions have been provided, depends on whether the shares are held by a shareholder of record or are held beneficially in “street name”, and if shares are held in “street name”, on the financial intermediary through which beneficial ownership is held. Shareholder of Record: If you are a shareholder of record and you indicate that you wish to vote as recommended by our Board or if you sign, date and return a proxy card but do not give specific voting instructions, then your shares will be voted in the manner recommended by our Board on all matters presented in this proxy statement, and the proxy holders may vote in their discretion with respect to any other matters properly presented for a vote at our Annual Meeting. While our Board does not anticipate that any of the director nominees will be unable to stand for election as a director nominee at our Annual Meeting, if that occurs, proxies will be voted in favor of such other person or persons as may be recommended by our Nominating and Governance Committee and nominated by our Board.
TABLE OF CONTENTS
Beneficial Owners of Shares Held in “Street Name”: If you are a beneficial owner of shares and your brokerage firm, bank, broker-dealer or other similar organization does not receive voting instructions from you, the manner in which your shares may be voted differs, depending on the specific resolution being voted upon.
✔ If you are a shareholder of record and you indicate that you wish to vote as recommended by our Board or if you sign, date and return a proxy card but do not give specific voting instructions, then your shares will be voted in the manner recommended by our Board on all matters presented in this proxy statement, and the proxy holders may vote in their discretion with respect to any other matters properly presented for a vote at our Annual Meeting.
✔ While our Board does not anticipate that any of the director nominees will be unable to stand for election as a director nominee at our Annual Meeting, if that occurs, proxies will be voted in favor of such other person or persons as may be recommended by our Nominating, Governance and Social Responsibility Committee and nominated by our Board. | | | ✔ If you are a beneficial owner of shares and your brokerage firm, bank, broker-dealer or other similar organization does not receive voting instructions from you, the manner in which your shares may be voted differs, depending on the specific resolution being voted upon.
✔Ratification of Auditors.Auditors. For the resolution to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm, NYSE rules provide that brokers that have not received voting instructions from their customers at least ten10 days before the meeting date may vote their customers’ shares in the brokers’ discretion. This is called broker-discretionary voting. The foregoing rule does not apply, however, if your broker is an affiliate of our Company. In such a case, NYSE policy specifies that, in the absence of your specific voting instructions, your shares may be voted only in the same proportion as are the other shares voted with respect to the resolution. |
○ |
✔All other matters.matters. All other resolutions to be presented at our Annual Meeting are considered “non-discretionary matters” under NYSE rules, and your brokerage firm, bank, broker-dealer or other similar organization may not vote your shares without voting instructions from you (“broker non-votes”). Therefore, you must provide voting instructions in order for your vote to be counted. |
Voya 2023 Proxy Statement | | | 86 |
TABLE OF CONTENTS What vote is required for adoption or approval of each matter to be voted on? The chart below sets forth each item of business that we expect to be put before our shareholders at the Annual Meeting, and for each such item: the voting options available, the vote required to adopt or approve, the voting recommendation of our Board, the effect of abstaining from the vote, whether such item is a “discretionary matter” for which brokers may cast discretionary votes and the effect of broker non-votes. | Election of Directors | | | You may vote FOR, AGAINST, or ABSTAIN for each nominee for director. | | | For each nominee, election requires a number of FOR votes that represents a majority of the votes cast FOR or AGAINST each nominee for director. | | | FOR all Director Nominees.
director nominees.
Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the election of our director nomineesnominees. | | | Abstentions are not counted as a vote cast and will therefore have no effect on the votevote. | | | No | | | No effect | | | Advisory Vote to Approve Executive Compensation | | | You may vote FOR, AGAINST, or ABSTAIN on the resolution to approve the executive compensation of our NEOsNEOs. | | | Approval requires a number of FOR votes that represents a majority of the shares represented at the Annual Meeting, in person or by proxy, and entitled to vote on the matter. | | | FOR the resolution
resolution.
Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the ratificationapproval of the appointment.executive compensation of our NEOs. | | | Abstentions will have the same effect as a vote AGAINST the resolutionresolution. | | | No | | | No effect | | | Ratification of
Appointment of
Independent
Registered Public
Accounting Firm | | | You may vote FOR, AGAINST, or ABSTAIN on the resolution to ratify the appointmentappointment. | | | Approval requires a number of FOR votes that represents a majority of the shares represented at the Annual Meeting, in person or by proxy, and entitled to voteonvote on the mattermatter. | | | FOR the ratification of the appointment
appointment.
Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the ratification of the appointment. | | | Abstentions will have the same effect as a vote AGAINST the resolution. | | | Yes | | | N/A | |
Who counts the votes? Votes will be counted by Computershare Trust Company, N.A. TABLE OF CONTENTS
How will the results of the votes taken at our Annual Meeting be reported? We expect to announce the preliminary voting results at the Annual Meeting. The final voting results will be reported in a Current Report on Form 8-K that will be filed with the SEC, and will be available at www.sec.gov and on our website at www.voya.com. How do I inspect the list of shareholders of record? A list of the shareholders as of the Record Date of March 30, 202129, 2023, will be available for inspection during ordinary business hours at our headquarters at 230 Park Avenue, New York, New York 10169, from May 17, 202115, 2023, to May 27, 2021.25, 2023. This list will also be available during the Annual Meeting at www.virtualshareholdermeeting.com/VOYA2021VOYA2023. Voya 2023 Proxy Statement | | | 87 |
TABLE OF CONTENTS How do I submit a shareholder proposal or director nominations for the 20222024 Annual Meeting? Shareholders who wish to present proposals pursuant to SEC Rule 14a-8 for inclusion in the proxy materials to be distributed by us in connection with our 20222024 Annual Meeting of Shareholders must submit their proposals to the Law Department, Office of the Corporate Secretary, at Voya Financial, Inc., 230 Park Avenue, New York, NYNew York 10169. Proposals must be received on or before December 14, 202113, 2023, unless our 20222024 Annual Meeting of Shareholders is held more than 30 days before or after the anniversary date of the 20212023 Annual Meeting, in which case proposals must be received a reasonable time before we begin to print and send proxy materials for the 20222024 Annual Meeting of Shareholders. Submitting a proposal does not guarantee its inclusion, which is governed by SEC rules and other applicable limitations. In accordance with ourOur by-laws also provide for proxy access shareholder nominations of director candidates by eligible shareholders. For a matter notdirector nominee to be included in ourthe Company's proxy materials to be properly brought beforestatement for the 20222024 Annual Meeting of Shareholders, a notice of the matter that the shareholder wishes to presentnomination must be in writing and delivered to the Law Department, Office of theor mailed and received by our Corporate Secretary at Voya Financial, Inc., 230 Park Avenue, New York, NY 10169,our principal executive offices not less than 90 nor more than 120 days prior to the first anniversary of the 2021 Annual Meeting. As a result, any notice given by or on behalf of a shareholder pursuant to these provisions of our by-laws (andbefore December 27, 2023, and not pursuant to the SEC’s Rule 14a-8) must be received no earlierlater than January 27, 2022 and no later than February 26, 2022.2024. If, however, our 20222024 Annual Meeting of Shareholders is held before the date that is 30 days before the anniversary date of the 20212023 Annual Meeting, or after the date that is 6030 days after the anniversary date of the 20212023 Annual Meeting, then our by-laws provide that the deadline for such a notice of the nomination will be the later of the close of business on (i) the date that is 90180 days before the date of our 20222024 Annual Meeting of Shareholders and (ii) the tenth10th day following the date on which the date of our 20222024 Annual Meeting of Shareholders is first publicly announced or disclosed. Our by-laws also specify additional requirements that must be met (including eligibility requirements applicable to any nominator and any nominee) in order for a director nomination to be included in the Company's proxy statement for the 2024 Annual Meeting of Shareholders.
Who pays the expenses of this proxy solicitation? Expenses for the preparation of these proxy materials and the solicitation of proxies for our Annual Meeting are paid by the Company. In addition to the solicitation of proxies over the Internet or by mail, certain of our directors, officers or employees may solicit proxies in person, by telephone, or by other means of communication. Our directors, officers and employees will receive no additional compensation for any such solicitation. The Company has retained MacKenzie Partners, Inc. as proxy solicitor for a fee of $22,500 plus the reimbursement of any out of pocket expenses. We will reimburse brokers, including our affiliated brokers, and other similar institutions for costs incurred by them in mailing proxy materials to beneficial owners. Where can I receive more information about the Company? We file reports and other information with the SEC. This information is available on the Company’s website at www.voya.com and at the Internet site maintained by the SEC at www.sec.gov.www.sec.gov. You may also contact the SEC at 1-800-SEC-0330. The charters of our Audit,Audit; Compensation, Benefits and Benefits,Talent Management; Nominating, Governance and Governance,Social Responsibility; Risk, Investment and FinanceFinance; and Technology, Innovation and Operations Committees, as well as the Company’s Corporate Governance Guidelines and the Corporate Code of Business Conduct and Ethics are also available on the Company’s investor relations website, investors.voya.com.investors.voya.com. TABLE OF CONTENTS
Communications with our Board Any person who wishes to communicate with any of our directors, our Lead Director, our committee chairs or with our independent directors as a group should address communications to the board of directorsBoard or the particular director or directors, as the case may be, and mailed to Voya Financial, Inc., 230 Park Avenue, New York, NYNew York 10169, Attention: Law Department, Office of the Corporate Secretary or sent by electronic mail to VoyaBoard@voya.com.CorporateSecretary@voya.com. Code of Ethics and Conduct Our board of directorsBoard has adopted a code of ethics and a code of conduct as such terms are used in Item 406 of Regulation S-K and the NYSE listing rules. A copy of our Code of Business Conduct and Ethics is available from our investor relations website at investors.voya.com. The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K with respect to its code of ethics through a notice posted at investors.voya.cominvestors.voya.com. -68-Voya 2023 Proxy Statement | | | 88 |
TABLE OF CONTENTS Non-GAAP Financial Measures In this proxy statement, we present Adjusted Operating Earnings, Adjusted Operating Earnings Per Share, Adjusted Operating Return on Allocated Capital and Adjusted Operating Return on Equity, each of which is a non-GAAP financial measure. Adjusted Operating Earnings Adjusted Operating Earnings is defined as adjusted operating earnings before income taxes excluding the impacts of DAC, VOBA, and other intangible unlocking. Adjusted operating earnings before income taxes is calculated by adjusting GAAP income (loss) from continuing operations before income taxes for the following items: Net investment gains (losses), net of related amortization of DAC, VOBA, sales inducements and unearned revenue, which are significantly influenced by economic and market conditions, including interest rates and credit spreads, and are not indicative of normal operations. Net investment gains (losses) include gains (losses) on the sale of securities, impairments, changes in the fair value of investments using the FVO unrelated to the implied loan-backed security income recognition for certain mortgage-backed obligations and changes in the fair value of derivative instruments, excluding realized gains (losses) associated with swap settlements and accrued interest;
Net guaranteed benefit hedging gains (losses), which are significantly influenced by economic and market conditions and are not indicative of normal operations, include changes in the fair value of derivatives related to guaranteed benefits, net of related reserve increases (decreases) and net of related amortization of DAC, VOBA, and sales inducements, less the estimated cost of these benefits. The estimated cost, which is reflected in operating results, reflects the expected cost of these benefits if markets perform in line with our long-term expectations and includes the cost of hedging. Other derivative and reserve changes related to guaranteed benefits are excluded from operating results, including the impacts related to changes in nonperformance spread;
Income (loss) related to businesses exited or to be exited through reinsurance or divestment, which includes gains and (losses) associated with transactions to exit blocks of business within continuing operations (including net investment gains (losses) on securities sold and expenses directly related to these transactions) and residual run-off activity (including an insignificant number of Individual Life, Annuities and CBVA policies that were not part of the Individual Life and 2018 Transactions). Excluding this activity, which also includes amortization of intangible assets related to businesses exited or to be exited, better reveals trends in our core business and more closely aligns Adjusted operating earnings before income taxes with how we manage our segments;
Income (loss) attributable to noncontrolling interest, which represents the interest of shareholders, other than those of Voya Financial, Inc., in the gains and (losses) of consolidated entities, or the attribution of results from consolidated VIEs or VOEs to which we are not economically entitled;
Dividend payments made to preferred shareholders are included as reductions to reflect the Adjusted operating earnings that is available to common shareholders;
Income (loss) related to early extinguishment of debt, which includes losses incurred as a result of transactions where we repurchase outstanding principal amounts of debt; these losses are excluded from Adjusted operating earnings before income taxes since the outcome of decisions to restructure debt are not indicative of normal operations;
Impairment of goodwill, value of management contract rights and value of customer relationships acquired, which includes losses as a result of impairment analysis; these represent losses related to infrequent events and do not reflect normal, cash-settled expenses;
Immediate recognition of net actuarial gains (losses) related to our pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments, which includes actuarial gains and losses as a result of differences between actual and expected experience on pension plan assets or projected benefit obligation during a given period. We immediately recognize actuarial gains and (losses) related to pension and other postretirement benefit obligations and gains and losses from plan adjustments and curtailments. These amounts do not reflect normal, cash-settled expenses and are not indicative of current Operating expense fundamentals; and
| ▪ | Net investment gains (losses), net of related amortization of DAC, VOBA, sales inducements and unearned revenue, which are significantly influenced by economic and market conditions, including interest rates and credit spreads, and are not indicative of normal operations. Net investment gains (losses) include gains (losses) on the sale of securities, impairments, changes in the fair value of investments using the FVO unrelated to the implied loan-backed security income recognition for certain mortgage-backed obligations and changes in the fair value of derivative instruments, excluding realized gains (losses) associated with swap settlements and accrued interest; |
| ▪ | Net guaranteed benefit gains (losses), which are significantly influenced by economic and market conditions and are not indicative of normal operations, include changes in the fair value of derivatives related to guaranteed benefits, net of related reserve increases (decreases) and net of related amortization of DAC, VOBA, and sales inducements, less the estimated cost of these benefits. The estimated cost, which is reflected in operating results, reflects the expected cost of these benefits if markets perform in line with our long-term expectations and includes the cost of hedging. Other derivative and reserve changes related to guaranteed benefits are excluded from operating results, including the impacts related to changes in nonperformance spread; |
| ▪ | Income (loss) related to businesses exited or to be exited through reinsurance or divestment, which includes gains and (losses) associated with transactions to exit blocks of business within continuing operations (including net investment gains (losses) on securities sold and expenses directly related to these transactions) and residual run-off activity (including an insignificant number of Individual Life, and non-Wealth Solutions annuities policies that were not part of the divested businesses). Excluding this activity, which also includes amortization of intangible assets related to businesses exited or to be exited, better reveals trends in our core business and more closely aligns Adjusted Operating Earnings before income taxes with how we manage our segments; |
| ▪ | Income (loss) attributable to noncontrolling interests, which represents the interest of shareholders, other than those of Voya Financial, Inc., in the gains and (losses) of consolidated entities, such as Allianz SE's (“Allianz”) stake in the results of VIM Holdings LLC (referred to as redeemable noncontrolling interest or Allianz noncontrolling interest) or the attribution of results from consolidated VIEs or VOEs to which we are not economically entitled; |
| ▪ | Dividend payments made to preferred shareholders are included as reductions to reflect the Adjusted operating earnings before income taxes that are available to common shareholders; |
| ▪ | Income (loss) related to early extinguishment of debt, which includes losses incurred as a result of transactions where we repurchase outstanding principal amounts of debt. These losses are excluded from Adjusted operating earnings before income taxes since the outcome of decisions to restructure debt are not indicative of normal operations; |
| ▪ | Impairment of goodwill, value of management contract rights and value of customer relationships acquired, which includes losses as a result of impairment analysis; these represent losses related to infrequent events and do not reflect normal, cash-settled expenses; |
| ▪ | Immediate recognition of net actuarial gains (losses) related to our pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments, which includes actuarial gains and losses as a result of differences between actual and expected experience on pension plan assets or projected benefit obligation during a given period. We immediately recognize actuarial gains and (losses) related to pension and other postretirement benefit obligations and gains and (losses) from plan adjustments and curtailments. These amounts do not reflect normal, cash-settled expenses and are not indicative of current Operating expense fundamentals; and |
| ▪ | Other adjustments not indicative of normal operations or performance of our segments or may be related to events such as capital or organizational restructurings undertaken to achieve long-term economic benefits, including certain costs related to debt and equity offerings, acquisition/merger integration expenses, severance and other third-party expenses associated with such activities and expenses attributable to vacant real estate. These items vary widely in timing, scope and frequency between periods as well as between companies to which we are compared. Accordingly, we adjust for these items as we believe that these items distort the ability to make a meaningful evaluation of the current and future performance of our segments. |
A-1Voya 2023 Proxy Statement | | | A-1 |
TABLE OF CONTENTS Other adjustments not indicative of normal operations or performance of our segments or may be related to events such as capital or organizational restructurings undertaken to achieve long-term economic benefits, including certain costs related to debt and equity offerings, acquisition / merger integration expenses, severance and other third-party expenses associated with such activities. These items vary widely in timing, scope and frequency between periods as well as between companies to which we are compared. Accordingly, we adjust for these items as we believe that these items distort the ability to make a meaningful evaluation of the current and future performance of our segments.
Adjusted Operating Return on Allocated Capital Adjusted Operating Return on Allocated Capital is defined as adjusted operating earnings for the Retirement,Wealth Solutions, Health Solutions and Investment Management and Employee Benefits Segments (tax-effected based on the actual operating effective tax rate for the period) excluding the impacts of DAC, VOBA and other intangible unlocking divided by the average capital allocated to these business segments for the period. Adjusted Operating Earnings Per Share Adjusted Operating Earnings Per Share is defined as adjusted operating earnings after income taxes excluding the impacts of DAC, VOBA and other intangible unlocking divided by average diluted common shares. Adjusted Operating Return on Equity Adjusted Operating Earnings Per Share is defined as adjusted operating earnings after income taxes excluding the impacts of DAC, VOBA and other intangible unlocking divided by average common equity excluding AOCI. Voya Financial
Reconciliation of Adjusted Operating Earnings Excluding Unlocking to Income (Loss) From Continuing Operations Income (loss) from continuing operations before income taxes | | | $352428 | Less:
| | | | Net investment and guaranteed benefit gains (losses) and related charges and adjustments | | | 22
| Net guaranteed benefit hedging gains (losses) and related charges and adjustments
| | | 22(184)
| Income (loss) related to businesses exited or to be exited through reinsurance or divestment | | | (342)(141)
| Net income (loss) attributable to noncontrolling interestinterests | | | 157
| Income (loss) on early extinguishment of debt-
| | | —
| Immediate recognition of net actuarial gains (losses) related to pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments
| | | 2(77)
| Dividend payments made to preferred shareholders | | | 36 | Other adjustments | | | (41(149)
| Adjusted operating earnings before income taxes | | | $495944 | Less: DAC, VOBA and other intangibles unlocking | | | (149)44
| Plus: Earnings adjustments related to Individual Life Transaction1
| | | 50
| Adjusted operating earnings, excluding unlocking, and adjusted for Individual Life TransactionLess: Quantitative Adjustments1
| | | 35 | Adjusted operating earnings before income taxes, excluding unlocking and quantitative adjustments | | | $694865 |
1
(1)
| Includes adjustments made by the Compensation, Benefits and Talent Management Committee, primarily for earnings adjustments related to Individual Lifethe Allianz Global Investors Transaction, to align with Target assumptionswhich were not reflected in the original targets. |
A-2Voya 2023 Proxy Statement | | | A-2 |
TABLE OF CONTENTS Voya Financial
Calculation and Reconciliation of Adjusted Operating Return on Allocated Capital Total Voya Financial, Inc. Shareholders' Equity -— end of period | | | $10,1104,469 | Total Voya Financial, Inc. Shareholders' Equity -— average for period
| | | $9,1605,506 | Net income (loss) available to Voya Financial, Inc.
’s common shareholders | | | $(242)474 | Return on Voya Financial Inc. Equity
| | | -2.6%8.6%
|
| | | | Total Voya Financial, Inc. Shareholders' Equity -— average for period
| | | $9,1605,506 | Less: Accumulated Other Comprehensive Income (AOCI) -— average for period
| | | 3,702(423)
| Plus: Total Voya Debt -— average for period
| | | 3,0442,372
| Total Capitalization (Excluding AOCI) -— average for period
| | | $8,5018,301 | Less: Corporate Segment Capital -— average for period
| | | 3,6983,487
| Total Allocated Capital -— average for period
| | | $4,8034,814 | After-tax adjustedAdjusted operating earnings after income taxes, excluding unlocking and Corporate, and adjusted for Individual Life Transaction1
| | | $855800 | Less: Corporate adjusted operating earnings after income taxes | | | (183) | Adjusted operating earnings after income taxes, excluding unlocking and Corporate | | | $984 | Less Quantitative Adjustment1 | | | 43 | Adjusted operating earnings after income taxes, excluding unlocking, Corporate and quantitative adjustments | | | $941 | Adjusted Operating Return on Allocated Capital | | | 17.8%19.5%
|
1
| Includes adjustments made by the Compensation, Benefits and Talent Management Committee, primarily for earnings adjustments related to Individual Lifethe Allianz Global Investors Transaction, to align with Target assumptionswhich were not reflected in the original targets. |
A-3Voya 2023 Proxy Statement | | | A-3 |
TABLE OF CONTENTS Voya Financial
Reconciliation of Adjusted Operating Return on Equity (ROE) and Adjusted Operating Earnings Per Share (EPS) Net Income (loss) available to Voya Financial, Inc.'s common shareholders | | | $(242) | | | $(388) | | | $(1.84) | | | $(2.64) | Less: Preferred stock dividends | | | (36) | | | (28) | | | (0.27) | | | (0.19) | Net income (loss) available to Voya Financial, Inc. | | | $(206) | | | $(360) | | | $(1.56) | | | $(2.45) | Plus: Net income (loss) attributable to noncontrolling interest | | | 157 | | | 50 | | | 1.19 | | | 0.34 | Less: Income (loss) from discontinued operations | | | (419) | | | (1,101) | | | (3.18) | | | (7.49) | Income (loss) from continuing operations | | | $370 | | | $791 | | | $2.81 | | | $5.38 | Less:
| | | | | | | | | | | | | Net investment gains (losses) and related charges and adjustments | | | 18 | | | 20 | | | 0.13 | | | 0.14 | Net guaranteed benefit hedging gains (losses) and related charges and adjustments | | | 17 | | | (11) | | | 0.13 | | | (0.07) | Income (loss) related to businesses exited or to be exited through reinsurance or divestment | | | (270) | | | 78 | | | (2.05) | | | 0.53 | Net income (loss) attributable to noncontrolling interest | | | 157 | | | 50 | | | 1.19 | | | 0.34 | Income (loss) on early extinguishment of debt | | | — | | | (10) | | | — | | | (0.07) | Immediate recognition of net actuarial gains (losses) related to pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments | | | 2 | | | 2 | | | 0.01 | | | 0.02 | Dividend payments made to preferred shareholders | | | 36 | | | 28 | | | 0.27 | | | 0.19 | Other adjustments | | | (15) | | | 120 | | | (0.11) | | | 0.82 | Adjusted operating earnings | | | $425 | | | $514 | | | $3.22 | | | $3.50 | Less: DAC, VOBA and other intangibles unlocking | | | (118) | | | (24) | | | (0.89) | | | (0.16) | Plus: Earnings adjustments related to Individual Life Transaction1 | | | 40 | | | 299 | | | 0.30 | | | 2.03 | Adjusted operating earnings, excluding unlocking, and adjusted for Individual Life Transaction1 | | | $583 | | | $837 | | | $4.42 | | | $5.69 | Average Common Equity Excluding AOCI and adjusted for Individual Life Transaction1 | | | $4,807 | | | $6,651 | | | | | | | Adjusted Operating Return on Equity (ROE) | | | 12.1% | | | 12.6% | | | | | | | 2020 and 2019 Average Adjusted Operating ROE and EPS | | | 12.3% | | | | | | $5.05 | | | |
Net Income (loss) available to Voya Financial, Inc.'s common shareholders | | | $474 | | | $2,090 | | | $4.30 | | | $16.61 | Less: | | | | | | | | | | | | | Net investment and guaranteed benefit gains (losses) and related charges and adjustments | | | (145) | | | (16) | | | (1.32) | | | (0.13) | Income (loss) related to businesses exited or to be exited through reinsurance or divestment | | | (111) | | | 872 | | | (1.01) | | | 6.93 | Other adjustments | | | (105) | | | 181 | | | (0.95) | | | 1.45 | Adjusted operating earnings | | | $835 | | | $1,053 | | | $7.58 | | | $8.37 | Less: DAC, VOBA and other intangibles unlocking | | | 35 | | | 23 | | | 0.32 | | | 0.18 | Less: Quantitative Adjustments1 | | | 43 | | | — | | | 0.39 | | | — | Adjusted operating earnings, excluding unlocking and quantitative adjustments | | | $757 | | | $1,030 | | | $6.87 | | | $8.19 | Average Common Equity Excluding AOCI and quantitative adjustments1 | | | $5,077 | | | $5,312 | | | | | | | Adjusted Operating Return on Equity (ROE) | | | 14.9% | | | 19.4% | | | | | | | 2022 and 2021 Average Adjusted Operating ROE and EPS | | | 17.2% | | | | | | $7.53 | | | |
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| Includes earningsadjustments made by the Compensation, Benefits and equity adjustmentsTalent Management Committee, primarily for earnings related to Individual Lifethe Allianz Global Investors Transaction, to align with Target assumptionswhich were not reflected in the original targets. |
TABLE OF CONTENTS
Forward-Looking and Other Cautionary Statements This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The company does not assume any obligation to revise or update these statements to reflect new information, subsequent events or changes in strategy. Forward-looking statements include statements relating to future developments in our business or expectations for our future financial performance and any statement not involving a historical fact. Forward-looking statements use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. Actual results, performance or events may differ materially from those projected in any forward- lookingforward-looking statement due to, among other things, (i) general economic conditions, particularly economic conditions in our core markets, (ii) performance of financial markets, including emerging markets, (iii) the frequency and severity of insured loss events, (iv) the effects of natural or man-made disasters, including pandemic events and cyber terrorism or cyber attacks, and specifically the current COVID-19 pandemic event, (v) mortality and morbidity levels, (v)(vi) persistency and lapse levels, (vi)(vii) interest rates, (vii)(viii) currency exchange rates, (viii)(ix) general competitive factors, (ix)(x) changes in laws and regulations, such as those relating to Federal taxation, state insurance regulations and NAIC regulations and guidelines, (x)(xi) changes in the policies of governments and/or regulatory authorities, (xii) our ability to successfully manage the separation of the Individual Life business that we sold to Resolution Life US on Jan. 4, 2021, including the transition services on the expected timeline and (xi)economic terms, and (xiii) our ability to realize the effects of naturalexpected financial or man-made disasters,other benefits from various acquisitions, including pandemic events.the transactions with Allianz Global Investors U.S. LLC and Benefitfocus, Inc. Factors that may cause actual results to differ from those in any forward-looking statement also include those described under “Risk Factors” and “Management’s Discussion and Analysis of Results of Operations and Financial Condition (“MD&A”) –— Trends and Uncertainties” in our Annual Report on Form 10-K for the year ended DecemberDec. 31, 2020,2022, which the Company filed with the Securities and Exchange Commission on March 1, 2021.February 24, 2023. A-5Voya 2023 Proxy Statement | | | A-4 |
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